Shareholders Agreement Solicitors

Having a comprehensive shareholders’ agreement that is bespoke to your company is an essential part of good corporate governance. Our corporate and commercial law solicitors, based in Holborn and with over 20 years of experience, will consult with you and draft a shareholders’ agreement that protects your company’s best interests.

If you and your co-founders or fellow investors have not signed a shareholders’ agreement, your company’s articles of association and the default statutory framework govern your relationship instead, whether or not that reflects what you actually agreed. Our corporate and commercial solicitors draft and negotiate shareholders’ agreements for companies of every size, and our multilingual team can manage the English law position clearly wherever your shareholders are based overseas.

What does our shareholders’ agreement service cover?

A well-drafted shareholders’ agreement protects minority and majority shareholders alike and reduces the scope for future disputes. We advise and act on:

Drafting new shareholders’ agreements for start-ups, joint ventures, and family businesses bringing in outside investors or co-founders.
Reserved matters and voting thresholds, setting out which decisions require unanimous or enhanced majority shareholder consent.
Share transfer restrictions, including pre-emption rights, drag-along and tag-along provisions, and good leaver and bad leaver terms.
Dividend policy and profit distribution, agreeing how and when returns are paid to shareholders.
Deadlock provisions for companies with equal shareholdings, setting out how disputes between evenly matched shareholders are resolved.
Non-compete and confidentiality obligations on shareholders who are also directors or employees.
Updating existing shareholders’ agreements to reflect new investment rounds, new shareholders, or changes in the business.
Advising minority shareholders on the unfair prejudice remedy under section 994 of the Companies Act 2006.
Resolving shareholder disputes, including breaches of an existing agreement and disagreements over company direction.

Why choose Law Lane Solicitors for shareholders’ agreements?

Most shareholder disputes trace back to a gap in the paperwork: a reserved matter never defined, or an improperly drafted leaver clause. Our company and commercial team has advised founders, family businesses, and investors across a wide range of sectors on all manner of business law and disputes. Therefore, we know how to draft a robust shareholders’ agreement that holds up when relationships come under pressure. We tell you honestly where your current documents fall short and what a dispute would actually look like if they were tested. We negotiate agreements that stop minority shareholders being sidelined and majority shareholders being obstructed, and we draft with an eye to how the company will actually run day to day. As a full-service firm, we also support the wider corporate structuring, tax, and governance issues that sit alongside a shareholders’ agreement.

Get in touch

Whatever stage your business is at, our commercial team is ready to advise on a shareholders’ agreement that reflects how you actually intend to run the company. Phone 020 7870 4870 or email info@lawlanesolicitors.co.uk to make an appointment.

Got any questions?

Law Lane Solicitors is proud to be accredited under The Law Society’s Lawyers for your business Accreditation.

“We had a great experience with Tahira during our commercial lease renewal. She was professional, responsive and provided clear advice throughout what was a fairly complex process. We really appreciated her commercial understanding and attention to detail. Highly recommended.“ – A (July 2026)

Frequently Asked Questions – Shareholders Agreements

What is a shareholders’ agreement?

A shareholders’ agreement is a private contract between shareholders and often the company itself. It allows shareholders to agree on specific matters, such as how voting rights will be exercised, restrictions on share transfers, and reserved matters requiring unanimous or supermajority approval.

Do I need a shareholders' agreement if I trust my co-founders?

Trust does not remove the need for clear terms, because circumstances change even when relationships start well. A shareholders’ agreement sets out what happens if a co-founder wants to leave, cannot agree on a major decision, or wants to bring in new investment, questions that are far harder to resolve once a disagreement has already started. We help you agree these terms while relations are good, which is when they are easiest to negotiate.

What happens if we do not have a shareholders' agreement?

Without one, your company is governed only by its articles of association and the default provisions of the Companies Act 2006. These allow a simple majority to pass most ordinary resolutions, which can leave you with little practical control if you hold a minority stake. We can review your position and advise how a well drafted shareholders’ agreement will help mitigate the risk of disputes and deadlock.

Can a shareholders' agreement override the company's articles?

A shareholders’ agreement is a separate contract between the shareholders that sits alongside the articles of association, rather than replacing them. Where the two conflict, the specific drafting and the type of provision determine which prevails, so we draft the agreement and articles to work together consistently. We check both documents to avoid gaps or contradictions.

What is unfair prejudice and when can I bring a claim?

Unfair prejudice is a remedy under section 994 of the Companies Act 2006 that lets you petition the court where the company’s affairs are run in a way that unfairly harms your interests as a shareholder. Common examples include exclusion from management, misuse of company funds, or breach of an understanding between shareholders. We advise and represent both shareholders bringing claims and companies defending them.

How much does an initial consultation cost?

We offer a fixed-fee initial consultation for company and commercial matters. At that meeting, we listen to your situation, identify the legal issues, and explain the steps and costs involved. Get in touch to arrange a time.