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Shareholders’ agreement at a fixed fee

A shareholders’ agreement sets out what happens if one of the owners wants out, stops turning up or dies. We draft it for a fixed £1,250 +VAT.

Two co-owners of a café standing together behind their counter

The standard articles say nothing about what owners fall out over

Companies House gives every new company a set of articles of association, and most companies adopt the standard set without changing a word. Those articles do not say what happens if one of you stops contributing, whether a departing founder keeps their shares, how a deadlock between two equal owners is broken, what a share is worth when somebody wants to sell, or whether the others get first refusal before it goes to a stranger.

A shareholders’ agreement answers those questions.

What happens to the shares when an owner’s situation changes

One of you stops turning up

Nothing written down

They keep their shares. Somebody who put in six months at the start can hold a quarter of the business years later and take dividends from work they had no part in.

With the agreement

Leaver provisions say what happens to the shares of an owner who stops contributing, and on what basis they are valued.

One of you wants out

Nothing written down

There is no mechanism to make anybody sell and no agreed way to value the shares, because none was ever written.

With the agreement

The agreement sets out how a leaving owner’s shares are valued and who gets to buy them.

One of you dies

Nothing written down

The standard articles do not say whether the other owners can buy those shares, or at what price.

With the agreement

Leaver provisions cover death as well as resignation, so the remaining owners know what happens to the shares and what they are worth.

You cannot agree

Nothing written down

A fifty-fifty split is the arrangement with no tie-breaker. An owner can also block any decision that needs their consent.

With the agreement

The agreement says who decides what, and how a deadlock between owners gets broken.

One brings money and the other time

Nothing written down

Money and time are valued very differently when somebody leaves, and nothing records what each of you was expected to contribute.

With the agreement

The agreement covers dividends, and what each owner is expected to put in.

One of you wants to sell to an outsider

Nothing written down

Nothing gives the other owners first refusal before a share goes to a stranger.

With the agreement

Pre-emption rights mean shares are offered to the existing owners first.

Two business partners going through plans together in their office

What the £1,250 covers

  1. 01

    Decisions and deadlock

    Who decides what, and how a deadlock between the owners gets broken.

  2. 02

    Dividends and contribution

    How profits are paid out, and what each owner is expected to put in.

  3. 03

    Leavers

    What happens to the shares when somebody resigns, stops contributing, dies or wants to sell, and how they are valued.

  4. 04

    First refusal

    Pre-emption rights, so shares are offered to the other owners before anybody outside the company.

Your articles, read against the agreement

The articles

The articles are the company’s constitution. They are filed at Companies House and anybody can read them.

Read against each other

The shareholders’ agreement

The agreement is a private contract between the owners, covering deadlock, leavers, dividends, what a share is worth and who gets first refusal.

Where the two conflict, the outcome is not always the one the owners intended.

The fixed fee includes reading your existing articles against the agreement and telling you where they conflict. If the articles need amending as well, that is a separate step, and you are told before it happens.

Two business owners talking over coffee and paperwork at a table

Do it now if any of these is true

If any of those applies, agree the terms now, before anything is negotiated under pressure. A company with a single owner does not need one.

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£1,250 +VAT, fixed

£1,125 +VAT for subscribers

This covers an agreement between an ordinary number of shareholders on a simple ownership structure, with your articles read against it, agreed in writing before any work starts.

Get my fixed price

What makes it a bigger job

£1,250 +VAT is the starting price. Two founders splitting a company fifty-fifty is a smaller job than six shareholders across three classes of share with an investor’s rights attached.

More than one class of shareAn outside investor with their own requirementsShareholders not all agreed on the termsAnything involving an option scheme

If yours is one of those, you get a revised figure before anything begins. A dispute that has already started goes to AD Solicitors.

Setting a company up at the start

Incorporating is a form and a fee at Companies House. If there is more than one owner, agree in writing what happens when the arrangement changes.

Getting that written down at formation costs a fixed fee. Settling it later, when one founder wants out and the other does not agree what their shares are worth, costs a great deal more.

Company housekeeping (the register of members, the PSC register, the confirmation statement) sits with your accountant. If Buzz Accounting does your books, that is already being kept current.

Reserved and contentious work

Preparing and explaining a shareholders’ agreement is not a reserved legal activity. Work carried out by AD Solicitors carries the full SRA framework, including the compensation fund and the Legal Ombudsman. Work we carry out ourselves does not.

Anything contentious, such as a shareholder dispute that has already started or a company where the owners are no longer speaking, goes to AD Solicitors (SRA no. 8011228), and you are told at the scoping stage. Tax questions about share structure, including anything touching an option scheme, belong with your accountant.

The guide to shareholder agreements goes further on each clause.

Buzz Legal handles contracts, terms of trade, employment paperwork and dispute preparation. Court work, and the other activities reserved by law, are carried out by AD Solicitors, authorised and regulated by the Solicitors Regulation Authority (no. 8011228), and you are told which yours is before you spend anything. How this works, in full. For advice on your own situation, tell us who owns what.

Common questions

How much does a shareholders' agreement cost?

A fixed £1,250 +VAT for an ordinary ownership structure, agreed in writing before any work starts. That covers the agreement itself and a read-through of your existing articles to check the two do not contradict each other. It is a starting price: more than one class of share, an outside investor with their own requirements, or shareholders who are not yet agreed on the terms all make it a bigger job, and in that case you get a revised figure before anything begins.

Do I need a shareholders' agreement if I own the company myself?

No. A single-owner company has nobody to agree anything with, and the standard articles plus sensible company housekeeping are enough. What changes the answer is a second owner — a co-founder, an investor, a family member holding shares, or somebody joining who will own part of the business without working in it. If any of those is on the horizon, put the agreement in place before they join.

What is the difference between the articles and a shareholders' agreement?

The articles are the company's constitution. They are filed at Companies House, anybody can read them, and most companies adopt the standard articles without amendment. A shareholders' agreement is a private contract between the owners, and it covers the things the standard articles are silent on: deadlock, leavers, dividends, what a share is worth and who gets first refusal on it. The two have to be consistent, because where they conflict the outcome is not always the one the shareholders intended.

What happens if a founder leaves and there is no agreement?

They keep their shares. Somebody who put in six months at the start can hold a quarter of a business years later, take dividends from work they had no part in, and block decisions that need their consent — and there is no mechanism to make them sell, because nobody wrote one. Leaver provisions are the clause that deals with this, setting out what happens to shares when somebody resigns, stops contributing, dies or wants out, and on what basis they are valued.

Can you help set up a new company as well?

Incorporating a company is a form and a fee at Companies House, and you do not need a lawyer for it. What needs doing carefully at formation is the ownership: who holds what, what happens when that changes, and how decisions get made when the founders disagree. If Buzz Accounting looks after your books, the ongoing company housekeeping — confirmation statement, PSC register, registered office — is already being kept current there, with no separate legal job.

What if the other shareholders and I have already fallen out?

A shareholders' agreement is a document written while people still agree; once a dispute has started you need somebody advising you specifically, and if it is heading anywhere near a court you need a regulated firm. That is AD Solicitors, authorised and regulated by the SRA under number 8011228. We can still help by getting the file in order first — the chronology, what the evidence supports, what your articles say — so the solicitor starts from a prepared file.

Tell us who owns what

Tell us how many of you there are, how the shares are split and whether anything has changed recently. You get back whether you need an agreement, what it would need to cover, and one fixed price. See the privacy policy for how we use your details.

We reply by email. Nothing is chargeable until you have agreed a scope and a price in writing.

Shareholders’ agreement

Check whether you need one

The fee is a fixed £1,250 +VAT, agreed in writing before the work starts.

Buzz Legal Ltd — business legal services for owners and employers. Court work is handled by AD Solicitors, authorised and regulated by the SRA (no. 8011228).