Shareholders’ Agreement Drafting · Global
Custom shareholders’ agreements (SHAs) drafted by lawyers, covering share transfers, tag and drag-along rights, board composition, reserved matters, and investor protections. For companies raising capital worldwide. Drafted in 3 to 6 days.
Share who your shareholders are, whether investors are coming in, and where your company is incorporated. A lawyer from our team will confirm what your shareholders’ agreement should cover and respond with a precise quote and timeline.
Most shareholders’ agreements are drafted in 3 to 6 days, depending on the investor terms and number of parties.
A shareholders’ agreement (often abbreviated to SHA) is the contract between a company’s shareholders that sets out how the company is owned, governed, and controlled. It decides who sits on the board, which decisions need whose approval, what happens when someone wants to sell their shares, and how minority and majority shareholders are each protected. Where a founders’ agreement governs the relationship between co-founders, a shareholders’ agreement governs the relationship between everyone who holds shares, founders and investors alike.
The shareholders’ agreement becomes essential the moment outside money comes in. Investors will expect one, and they will expect it to contain the protections that let them invest with confidence: information rights, a say over major decisions, and a clear path to exit. At the same time, a well-drafted SHA protects the founders and minority shareholders from being squeezed out. Getting the balance right is the difference between an agreement that closes a round and one that stalls it.
My Legal Pal drafts and negotiates shareholders’ agreements for companies and investors worldwide, across India, the United States, the United Kingdom, Europe, the UAE, and Australia. If you are at the earlier, founders-only stage, you may want a founders’ agreement first; many companies put both in place, often around the time they register the company or raise their first round.
From your cap table and investor terms to a signed agreement that protects every shareholder.
Your shareholders, the cap table, whether investors are coming in, and where the company is incorporated.
We work out the board composition, reserved matters, transfer restrictions, and investor rights the agreement needs to balance.
Drafted for your company and jurisdiction, with the tag, drag, pre-emption, and reserved-matter clauses that make an SHA work.
Checked for balance between founders, majority, and minority shareholders, and for enforceability where the company sits.
Where investors are involved, we support the negotiation so the agreement closes without leaving you exposed.
Aligned with the company’s articles, then delivered ready for all shareholders to sign.
Select the situation closest to yours. We will tell you what your shareholders’ agreement should cover and what comes next.
Every shareholders’ agreement is quoted for your company, but most fall into one of three bands. The figures below are indicative starting prices to set expectations; your exact quote depends on the number of shareholders, the investor terms, the level of negotiation, and the jurisdiction. [Confirm these figures before publishing.]
| Type | Best for | From |
|---|---|---|
| Founders-only SHA | A shareholders’ agreement between founders before any investors, standard protections | $299 |
| Investor SHA | An angel or seed round with investor rights, board, reserved matters, and transfer terms | $499 |
| Complex / negotiated | VC rounds, multi-investor, cross-border, or heavily negotiated agreements with full support | $799+ |
Prices are indicative and quoted in US dollars for clarity; we work with companies worldwide and can quote in your currency. Most shareholders’ agreements are delivered in 3 to 6 days.
An SHA is built from a set of clauses that balance the interests of founders, majority, and minority shareholders. These are the ones that matter most.
How and when a shareholder may sell their shares. Pre-emption (right of first refusal) gives existing shareholders the first chance to buy, preventing shares from passing to an outsider without the others’ agreement.
Two of the most important clauses. Tag-along lets a minority shareholder join a sale on the same terms as a majority seller, so they are not left behind. Drag-along lets a majority force a minority to sell in a clean exit, so one small holder cannot block a deal. Getting the thresholds right is critical.
Who appoints directors, how many seats each shareholder or investor controls, and how board decisions are made. This is where day-to-day control of the company is actually decided.
The major decisions that require special approval, often investor consent, such as issuing new shares, taking on debt, changing the business, or selling the company. These protect investors and minority shareholders from being overridden on the decisions that matter most.
What financial and operational information shareholders, particularly investors, are entitled to, and how often. A standard and reasonable investor protection.
How shareholders are protected, or not, when new shares are issued. Pre-emption rights let existing holders maintain their percentage; anti-dilution provisions protect investors if shares are later issued at a lower price.
How the company or its shareholders achieve an exit, how a deadlock between equal shareholders is broken, and how disputes are resolved. The clauses everyone hopes never to use and is grateful for when they must.
The SHA and the company’s articles must work together. Where they conflict, the result is uncertainty. We draft the agreement to align with, and where needed amend, the company’s constitution.
A founders’ agreement governs the relationship between co-founders at the earliest stage: equity split, vesting, roles, and what happens if a founder leaves. A shareholders’ agreement governs the relationship between all shareholders, founders and investors, and focuses on ownership, control, and exit: share transfers, tag and drag-along, board seats, reserved matters, and investor protections. Many companies start with a founders’ agreement and put a shareholders’ agreement in place when they raise. The two should be consistent with each other.
The articles of association are the company’s public constitution, filed with the registry and binding on the company. A shareholders’ agreement is a private contract between the shareholders, usually confidential, that can go further and contain commercial terms the articles do not. Where the two overlap they must be consistent. A good SHA is drafted to work alongside the articles, and sometimes the articles are amended to match.
Most commonly when outside investment comes in, since investors expect one. But it is also valuable earlier: even a founders-only company benefits from an SHA setting out transfer restrictions, board control, and exit, especially once there are several shareholders. The trigger is usually a first raise, a new shareholder, or a realisation that ownership and control were never properly documented.
Two linked protections around a sale. Tag-along protects a minority shareholder: if a majority shareholder sells, the minority can “tag along” and sell on the same terms rather than being left behind with a new majority owner. Drag-along protects a sale: if a majority agrees to sell, they can “drag” the minority into the sale so a small holdout cannot block a clean exit. Both depend on carefully set thresholds.
The significant decisions that cannot be taken without specified approval, often the consent of investors or a defined majority. Typical reserved matters include issuing new shares, taking on significant debt, changing the nature of the business, large transactions, and selling the company. They are the core mechanism by which minority shareholders and investors protect themselves from being overridden.
Yes. Where investors present their own SHA or term sheet, we review it, explain where it is standard and where it is aggressive, and support the negotiation so you understand and improve your position. This connects naturally with our contract negotiation work. The aim is an agreement that closes the round without leaving founders exposed.
For the agreement to bind a shareholder, that shareholder generally must be a party to it. A well-run company ensures every shareholder, and every new shareholder as they join, signs up to the SHA or a deed of adherence to it. We build that mechanism in so the agreement does not develop gaps as the cap table grows.
Illustrative examples of shareholder situations we have helped with. Composite scenarios, shared to show the kind of work involved.
A founders’ agreement governs co-founders at the earliest stage: equity split, vesting, roles, and founder departures. A shareholders’ agreement governs all shareholders, founders and investors, and focuses on ownership, control, and exit: transfers, tag and drag-along, board seats, reserved matters, and investor protections. Many companies start with a founders’ agreement and add an SHA when they raise.
The articles are the company’s public constitution, filed with the registry. A shareholders’ agreement is a private contract between shareholders, usually confidential, that can contain commercial terms the articles do not. Where they overlap they must be consistent. A good SHA is drafted to work alongside the articles.
Most commonly when outside investment comes in, since investors expect one. But it is valuable earlier too: even a founders-only company benefits from an SHA covering transfer restrictions, board control, and exit, especially with several shareholders. The trigger is usually a first raise, a new shareholder, or undocumented ownership and control.
Tag-along protects a minority: if a majority shareholder sells, the minority can join and sell on the same terms. Drag-along protects a sale: if a majority agrees to sell, they can require the minority to sell too, so a small holdout cannot block a clean exit. Both depend on carefully set thresholds.
The significant decisions that cannot be taken without specified approval, often investor or defined-majority consent. Typical reserved matters include issuing new shares, taking on significant debt, changing the business, large transactions, and selling the company. They protect minority shareholders and investors from being overridden.
Yes. Where investors present their own SHA or term sheet, we review it, explain where it is standard and where it is aggressive, and support the negotiation so you improve your position. The aim is an agreement that closes the round without leaving founders exposed.
For the agreement to bind a shareholder, that shareholder generally must be a party to it. A well-run company ensures every shareholder, and every new shareholder as they join, signs the SHA or a deed of adherence. We build that mechanism in so the agreement does not develop gaps as the cap table grows.
A founders-only SHA starts from around $299, an investor SHA from around $499, and complex or negotiated VC-stage agreements from $799, quoted precisely for your company. Most are delivered in 3 to 6 days.
Prakhar Rai is an advocate enrolled with the Bar Council of India and the founder of My Legal Pal. An alumnus of the National Law School of India University (NLSIU), Bangalore, with a Master of Business Laws, Prakhar has 10+ years of experience advising startups, technology companies, SMEs, and individual entrepreneurs across India, the UAE, the UK, and Southeast Asia.
His practice focuses on corporate and commercial work, with particular depth in shareholder arrangements, investor terms, and the governance documents that companies rely on through fundraising and growth. My Legal Pal’s shareholders’ agreement service is led by Prakhar and delivered by a team of qualified lawyers experienced in corporate and investment law.
Transfers, tag and drag, board control, reserved matters, and investor protections, drafted and negotiated for companies worldwide. Fixed fees, most delivered in 3 to 6 days.
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