Shareholders' agreement

Company has shareholder-directors and institutional investors
7 Reviews
Select support levelCompare

Document overview

This shareholder agreement has been drawn to include the provisions that a large professional or institutional investor such as a business angel, venture capital or private equity investor would require to protect their investment. It also considers the provisions of minority shareholders, who by virtue of the circumstances are likely to be the founders and friends and family of the founders. Additional features to other Net Lawman shareholder agreements include: drag along and tag along rights, key man insurance, rights of preference, rights of first offer, and increased reporting requirements.
Compliant with the latest law
Document propertied
Document properties
  • Length:33 pages (9300 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

About this shareholders’ agreement

A shareholders agreement is an essential document regardless of the size or stage of your company.

This agreement has been drawn for a company tha,t has an "institutional" or professional investor. It includes provisions that a business angel or venture capitalist is likely to require and also provisions that might benefit a minority shareholder such as a company founder still working in the business.

The institutional investor is assumed to be a corporate body (the investment is made through a company vehicle) that is given the right to appoint one or more directors to the board. The class of shares owned, debt injected as a condition of the deal and options granted do not affect the suitability of using this agreement.

There are specific provisions in this agreement that are not included in other Net Lawman shareholder agreements. Examples are the inclusion of preference rights for the institutional investor at IPO (if such an exit route is followed), increased reporting and information rights, drag along and tag along rights, and provisions to protect shareholders from dilution of their investment at subsequent financing rounds.

Provisions that we would consider standard in any shareholders agreement, such as those setting out responsibilities of the directors and the company to shareholders are of course included.

The law in this shareholders’ agreement

The law in this shareholders’ agreement is based on both company law and commercial contract law. Within the structure of company law, you can choose the terms that best suit your situation, so you do not need to study any particular law to be able to edit your document.

This agreement is written in plain English by a former lawyer who specialises in commercial drafting and who has practical experience of resolving shareholder disputes. As a former director of numerous private and publicly listed companies, he includes practical, “real world” considerations. The agreement is up-to-date and comprehensive.

When to use this shareholders’ agreement

A shareholders agreement should be put in place as soon as possible after the share ownership structure changes. Ideally, where a large investment is being made, this agreement would be drawn alongside the other legal documents that deal with the investment so that it is in place as soon as the transaction completes.

However, it could also be used to replace an existing agreement at any time.

This agreement is:

  • Suitable for private companies in any industry in the Republic of India;
  • Suitable for all stages of the business/investment lifecycle, whether the investor is providing seed capital, venture capital, expansion capital or a MBO;
  • the company could be a start-up or established.

Shareholders’ agreement features and contents

No other shareholders’ agreements for sale on the Internet are in plain English or are as comprehensive in their cover of legal issues and the drafting explanations and tips supplied. Net Lawman’s slogan “Real law, in plain English” is as true of this document as of any others.

In many areas, we give you complete alternative paragraphs and explain in the notes when each will be the most suitable for you. The paragraphs in this document include:

  • Appointment of directors;
  • Responsibility of directors;
  • Proxy voting of shareholders at meetings;
  • Company's obligations to the shareholders;
  •  Information provided to all shareholders;
  •  Additional disclosure and access to information for the institutional investor(s);
  • Assets introduced by shareholders;
  • Right of First Offer (RFO);
  • Transfers conditionally permitted;
  • Right of Preference (also known as a Right of pre-emption, a Right of First Refusal or ROFR);
  • Tag along right;
  • Drag along right;
  • Exit;
  • Transfers on death or incapacity;
  • Limitation of actions by former shareholder;
  • Continuing obligations of shareholders;
  • IPO: Preference rights for the institutional investor;
  • Key man life insurance provision;
  • Publicity;
  • Conflict with the Company Constitution;
  • Confidentiality.
Sample shareholders' agreementFront cover

Recent reviews

Truly Valuable
15 October 2023
Initially I was not sure how relevant it would be to New Zealand Companies Act law, however its been spot on.
It is a very cost effective way to get a full comprehension of what is required and what to be careful of even if you don't use the document; the information and explanation is invaluable.
Explanation of what each section is for and how to use is good but could still be further improved.
The benefit personally and for the company has been great.
I highly recommend this to start-up companies and others.
My final recommendation to Netlawman is to create a pack of documents for various start-up companies to help navigate all the stuff needed.
Shareholder Agreement
Directors Service agreement
and bundle these into a pack....;)
Justin Post
Review of the New Zealand version
Simple and effective
09 June 2020
Great easy to use document
John Voitin
Review of the Australian version
Easy To Understand
12 August 2019
The document has very clear wording, logical composition, is easy to navigate.
Valeriia Chupina
Review of the United Kingdom version
Read all 7 reviews

Choose the level of support you need

Document Only

Complete the document template yourself using our guidance notes
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
Most Popular

Lawyer Assist

Support from our legal team during and after editing
202 Reviews
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
  • okUnlimited email support - ask our legal team any question related to completing the document
  • ok
    Review of your edited document by our legal team including:
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign


Drafted for you, to your precise requirements
  • okA document drawn just for you to your exact requirements
  • okPersonalised service provided by an experienced solicitor
  • okFree discussion before we provide an estimate, for you to ask questions and for us to understand your requirements
  • okTransparent fees - a fixed fee for the basic work, a fixed hourly rate for new or changed instructions, and no charge for office overheads or third party disbursements
  • okCareful and thorough consideration of your circumstances and your consequent likely practical and legal requirements
  • okProvision of options that you may not have considered with availability for discussion
  • okHelp and advice woven into the fabric of our service so that you can make the best decisions
© 2000 - 2024 Net Lawman Limited.
All rights reserved