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Shareholders agreement template

Shareholders’ agreement: A shareholders’ agreement governs the relationship between a company’s shareholders: decision-making, share transfers, exits and what happens if someone leaves.

Last reviewed 6 November 2026 · 7 clauses · General guidance, not legal advice

Upload yours for a review and e-signature, or save it as a team template.

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When to use a shareholders’ agreement

  • After founders incorporate
  • When investors join the company
  • Before issuing shares to employees

Shareholders agreement template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Board

    The board will have [number] directors. [Founders] may appoint [x] and [Investors] may appoint [y].

  2. Reserved matters

    The company will not take the actions in Schedule 1, such as issuing shares or selling the business, without approval of [holders of 75% of shares].

  3. Pre-emption

    New shares will first be offered to existing shareholders pro rata.

  4. Transfers and right of first refusal

    A shareholder wishing to sell must first offer its shares to the other shareholders.

  5. Drag and tag along

    If holders of [75]% accept an offer for all shares, the others must sell on the same terms; minority holders may join any sale of a majority.

  6. Leavers

    A founder who leaves within [x] years must offer back unvested shares at [price].

  7. Deadlock

    If the board deadlocks on a reserved matter, the parties will escalate to [mediation].

What to check before you sign

  • Is the agreement consistent with the company’s articles or bylaws?
  • Are good and bad leaver terms clear?
  • Do drag-along thresholds protect minority holders fairly?

How to send a shareholders’ agreement for e-signature

  1. Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

Shareholders agreement template: frequently asked questions

Is a shareholders’ agreement the same as the articles of association?

No. Articles are public constitutional documents; a shareholders’ agreement is a private contract between shareholders.

When should founders sign one?

As early as possible, ideally when shares are first issued, before disagreements arise.

Is an electronically signed shareholders’ agreement legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a shareholders’ agreement I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

Founders agreement templateFounders’ agreementPartnership agreement templatePartnership agreementLoan agreement templateLoan agreement

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.