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 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, and it is written while everybody is still reasonable.
For each one: where you stand with nothing written down, and what the agreement settles in advance.
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.
Leaver provisions say what happens to the shares of an owner who stops contributing, and on what basis they are valued.
There is no mechanism to make anybody sell and no agreed way to value the shares, because none was ever written.
The agreement sets out how a leaving owner’s shares are valued and who gets to buy them.
The standard articles do not say whether the other owners can buy those shares, or at what price.
Leaver provisions cover death as well as resignation, so the remaining owners know what happens to the shares and what they are worth.
A fifty-fifty split is the arrangement with no tie-breaker. An owner can also block any decision that needs their consent.
The agreement says who decides what, and how a deadlock between owners gets broken.
Money and time are valued very differently when somebody leaves, and nothing records what each of you was expected to contribute.
The agreement covers dividends, and what each owner is expected to put in.
Nothing gives the other owners first refusal before a share goes to a stranger.
Pre-emption rights mean shares are offered to the existing owners first.
Who decides what, and how a deadlock between the owners gets broken.
How profits are paid out, and what each owner is expected to put in.
What happens to the shares when somebody resigns, stops contributing, dies or wants to sell, and how they are valued.
Pre-emption rights, so shares are offered to the other owners before anybody outside the company.
The company’s constitution. Filed at Companies House, and anybody can read them.
A private contract between the owners: deadlock, leavers, dividends, what a share is worth and who gets first refusal.
Where the two conflict, the answer is not always the one you wanted, and finding out which one governs is the argument you were trying to avoid. That mistake makes an agreement worth less than the fee paid for it.
So the fixed fee includes reading your existing articles against the agreement and telling you where they pull in different directions. If the articles need amending as well, that is a separate step, and you are told before it happens.
Any of those, and now is the cheapest moment: everybody is still reasonable and nothing is being negotiated under pressure. A company with a single owner has nobody to agree anything with, and does not need one.
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For an agreement between an ordinary number of shareholders on a straightforward ownership structure, with your articles read against it. Agreed in writing before any work starts.
Get my fixed priceIt is a starting price. 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”.
If yours is one of those, you get a revised figure before anything begins. A dispute that has already started is not fixed-fee work at all.
Incorporating is a form and a fee at Companies House, 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. If Buzz Accounting does your books, that is already being kept current.
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.
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: 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 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, 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 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, and that is 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 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.
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 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 you are not paying a solicitor to do groundwork twice.
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.
A fixed £1,250 +VAT, agreed in writing before the work starts — and far cheaper than arguing about it afterwards.
