# Shareholder Agreement Template > Create a professional shareholders agreement for your small business. Define share ownership, decision-making, and transfer rules clearly. URL: https://gofirmhub.com/en/contracts/shareholder-agreement-template/ Last updated: 2026-10-08 Establish a clear partnership between founders and investors. This agreement helps prevent disputes by defining how your company is managed and how shares are handled. ## Preview ## How to use this template 1. Fill in the company and shareholder details. 2. Review the decision-making and share transfer rules. 3. Download the PDF or copy the text. 4. Sign the document with all parties. ## When to use this template Use a shareholder agreement when two or more people own shares in the same company. The articles or bylaws set the basic company rules; the shareholder agreement adds the private arrangements between the owners: who sits on the board, which decisions need everyone, and what happens when someone wants to sell. Sign it early, ideally when the company is founded or when a new shareholder comes in. Agreeing on exit rules is much easier while everyone still gets along. ## Check before you sign - The share numbers match the company's share register. - The list of major decisions covers what really matters to you, such as new shares, large loans and selling the business. - The transfer rules (right of first refusal or consent) protect against an unwanted new co-owner. - There is a way out of deadlock that does not end up in court. - The agreement and the articles or bylaws do not contradict each other; have a lawyer check this for your jurisdiction. ## Full text of the shareholder agreement template This is the complete template. Words in [brackets] are filled in automatically when you use the form above; where the template has options, the form shows only the one you choose. ### SHAREHOLDERS' AGREEMENT ### 1. Parties and Company This Shareholders' Agreement is entered into on [Effective date] between: [Shareholder A name], residing at [Shareholder A address] ("Shareholder A"); and [Shareholder B name], residing at [Shareholder B address] ("Shareholder B"). The parties are the shareholders of [Company name], a company incorporated in [Where the company is incorporated] (the "Company"). ### 2. Shareholdings The parties hold the following shares in the Company: Shareholder A: [Shares held by Shareholder A] shares Shareholder B: [Shares held by Shareholder B] shares Any person or entity that becomes a shareholder of the Company at a later date must first sign a written agreement to be bound by this agreement (often called a deed of adherence or joinder). ### 3. Board of Directors The management of the Company shall be overseen by a Board of Directors. Each shareholder is entitled to appoint [Board seats per shareholder] director(s) to the Board. Each shareholder maintains the right to remove their appointed director(s) at any time. ### 4. Major Decisions If you choose: Approval of all shareholders The following actions require the prior written approval of all shareholders: - Issuing new shares or changing share capital - Selling the business or a substantial part of its assets - Taking on significant company debt - Changing the primary nature of the business - Approving the annual budget - Admitting new shareholders - Winding up or liquidating the company If you choose: Approval of shareholders holding more than 50% of the shares The following actions require the prior written approval of shareholders holding more than 50% of the shares: - Issuing new shares or changing share capital - Selling the business or a substantial part of its assets - Taking on significant company debt - Changing the primary nature of the business - Approving the annual budget - Admitting new shareholders - Winding up or liquidating the company ### 5. Transfer of Shares If you choose: Other shareholders have a right of first refusal If a shareholder wishes to sell or transfer their shares, they must first offer those shares to the other existing shareholder(s) on the same terms and conditions as offered by a third party. The other shareholder(s) have [Period to accept an offer] days to accept this offer before the shares may be sold to the third party. If you choose: Needs the consent of the other shareholders No shareholder may sell, assign, or transfer their shares to any third party without the prior written consent of the other shareholder(s). ### 6. Tag-Along and Drag-Along Rights If shareholders holding a majority of the shares agree to sell their stake to a third party, the minority shareholders have the right to join the sale and sell their shares on the same terms (Tag-Along Rights). Where permitted by law, if the majority shareholders wish to sell the entire company to a third party, they may require the minority shareholders to sell their shares on the same terms (Drag-Along Rights). ### 7. Deadlock Resolution If the shareholders cannot reach an agreement on a major decision, they shall first attempt to resolve the dispute through good-faith negotiations. If the dispute remains unresolved, the parties agree to submit the matter to a professional mediator before pursuing any other legal remedy. ### 8. Dividends Dividends shall be declared and paid in accordance with the Company's internal rules and applicable law. All dividends will be distributed to shareholders in proportion to their respective shareholdings. ### 9. Confidentiality The shareholders agree to keep all non-public information regarding the Company's business, finances, and strategy strictly confidential and will not disclose such information to any third party without prior written consent. ### 10. Non-Solicitation While they are shareholders and for a reasonable period after ceasing to be a shareholder, each party agrees not to solicit the Company's customers or employees for their own benefit or the benefit of a third party, to the extent such a restriction is enforceable under applicable law. ### 11. Relationship with Company Constitution This agreement is intended to supplement the Company's articles of association or bylaws. If there is a conflict between this agreement and those documents, the shareholders agree to vote to amend the articles or bylaws to align them with this agreement, subject to applicable company law. ### 12. Term This agreement remains in effect until the Company is wound up, dissolved, or until only one shareholder remains. ### 13. Governing Law This agreement shall be governed by and construed in accordance with the laws of [Governing law]. ### 14. General Provisions This document constitutes the entire agreement between the parties. Any amendments must be made in writing and signed by all shareholders. If any part of this agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. All notices required under this agreement must be provided in writing. ### Signatures Shareholder A Signature: ____________________ Name and title: ____________________ Date: ____________________ Shareholder B Signature: ____________________ Name and title: ____________________ Date: ____________________ ## Frequently asked questions ### What is a shareholders agreement for? It is a private contract between the owners of a company. It outlines how the business is run, how shares are transferred, and how disputes are resolved. ### What should this agreement include? It should cover share distribution, board appointments, voting thresholds for major decisions, and rules for exiting the business. ### Is this template legally binding? It can become legally binding once signed by all parties. However, this is a general template and not legal advice; you should have a lawyer review it for your specific jurisdiction. ### What is the difference between this agreement and the articles of association or bylaws? The articles of association or bylaws are the company's constitutional documents required by company law, and in many places the articles are filed in a public register. A shareholder agreement is a private contract between the owners that adds more detailed rules, for example on selling shares and resolving deadlock. ### Can I edit the text? Yes. You can download or copy the text and edit it to fit your needs. For example, you can add more shareholders by duplicating the party and shareholding sections. ### Is my data stored? 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