It works until one of you wants out, stops turning up, or dies. A shareholders’ agreement is straightforward to write while everybody still agrees, and expensive to argue about afterwards. A fixed £1,250 +VAT.
Companies House gives you articles of association. Almost every new company takes the model articles without reading them, and the model articles are silent on nearly everything founders actually fall out about.
They do not say what happens if one of you stops contributing. They do not say whether a departing founder keeps their shares. They do not say how a deadlock between two equal owners gets broken, or 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 is the document that answers those questions, written at the point when everybody is still reasonable.
A single-owner company does not need a shareholders’ agreement, and nobody should sell you one. Everything changes the moment there are two of you.
The clearest signals that it is time: you are about to bring in a co-founder or a first investor; the split is fifty-fifty, which is the arrangement with no tie-breaker; one of you is putting in money and the other time, which are valued very differently when somebody leaves; or somebody is joining who will hold shares but not work in the business. Any of those and the conversation is worth having now, while it is a document rather than an argument.
People searching for a legal review at company formation are usually asking a simpler question than they realise: what do I actually need in place, and what can wait? Honestly, at formation, most of it can wait. What cannot is the ownership.
Incorporating is a form and a fee, and you do not need a lawyer for it. What you do need, if there is more than one of you, is to agree what happens when the arrangement changes — because it will. Getting that written down at formation costs a fixed fee. Getting it decided later, when one founder wants out and the other does not agree what their shares are worth, costs a great deal more and usually costs the friendship as well.
Company housekeeping — the register of members, the PSC register, the confirmation statement — sits with your accountant rather than here. If Buzz Accounting does your books, that is already being kept current.
This is the mistake that makes a shareholders’ agreement worth less than the fee paid for it. The agreement is a contract between the shareholders; the articles are the company’s constitution and are filed publicly. Where the two conflict, the answer is not always the one you wanted, and finding out which governs is exactly the argument you were trying to avoid.
So the fixed fee includes reading your existing articles against the agreement and telling you where they pull in different directions. Where the articles need amending as well, that is a separate step and you are told before it happens rather than after.
A fixed £1,250 +VAT for an agreement between an ordinary number of shareholders on a straightforward ownership structure. It is a starting price because two founders splitting a company fifty-fifty and six shareholders across three classes of share with an investor’s rights attached are both “a shareholders’ agreement”.
What makes it non-standard: more than one class of share; an outside investor with their own requirements; existing shareholders who are not all agreed on the terms; anything involving an option scheme; and any situation where a dispute has already started, which is not fixed-fee work. You get a figure before anything begins.
The shareholder agreement readiness check asks what your situation is and tells you whether you need one, what it would need to cover, and what happens if you leave it. Free, and it takes a few minutes. The full guide goes further on each clause.
Preparing and explaining a shareholders’ agreement is not a reserved legal activity. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA, so our own work does not carry the SRA compensation fund or the Legal Ombudsman. Anything contentious — a shareholder dispute that has already started, or a company where the owners are no longer speaking — goes to RHF Solicitors (SRA no. 324115) rather than here, and you are told at the scoping stage. Tax questions about share structure, including anything touching an option scheme, belong with your accountant and we will say so rather than guess.
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, which is the mistake that most often makes one of these documents worth less than it cost. It is a starting price rather than a flat one: 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.
No. A single-owner company has nobody to agree anything with, and the model 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 rather than already true, that is the cheapest moment to do it, because everybody is still reasonable and nothing is being negotiated under pressure.
The articles are the company's constitution. They are filed at Companies House, anybody can read them, and most companies adopt the standard model articles without amendment. A shareholders' agreement is a private contract between the owners, and it covers the things the model 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 — which is precisely the argument the agreement exists to prevent.
They keep their shares. That is the default and it surprises people every time. 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.
Incorporating a company is a form and a fee at Companies House, and you genuinely do not need a lawyer for it — we will tell you that rather than sell you something. What is worth doing properly 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 rather than being a separate legal job.
Then this is not the right product, and saying so early saves you money. 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 RHF Solicitors, authorised and regulated by the SRA under number 324115. We can still help by getting the file in order first — the chronology, what the evidence supports, what your articles actually say — so you are not paying a solicitor to do groundwork twice.
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 RHF Solicitors, authorised and regulated by the Solicitors Regulation Authority (no. 324115) — and you are told which yours is before you spend anything. How this works, in full. This site is information rather than advice on your situation.
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.
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