# Shareholders Agreement Template, Word and PDF Source: https://nerix.ai/templates/shareholders-agreement Buy to download This page shows a preview. Buy the document on nerix.ai to download it as Word and PDF and print it. https://nerix.ai/templates/shareholders-agreement # Shareholders' agreement Agree how shareholders run, fund and leave a private company: shares, decisions, transfers and exits. Before you send it This is a general template, not legal advice. Company law, tax and securities rules differ a lot between countries and company types. Some terms here, such as pre-emption, leaver prices, drag along and the restraint on competing, may need to be copied into the articles of the company, may be limited by law, or may not be enforceable. Have a lawyer who knows the law of the company's country review it before anyone signs. ## Fill it in and preview You are signed in. Fill it in your workspace and it is kept as a document you can send, share and have signed. [Open in your workspace](https://app.nerix.ai/documents/templates/shareholders-agreement) **€9.99, pay once, Word and PDF** Included in every paid nerix plan. ### Shareholders' agreement This agreement is made on 1 February 2027 between the persons listed in section 3 (the "Shareholders") and **Brightwater Analytics Ltd**, a company registered in Ireland (the "Company"). Company registration number: 12345678 Registered office: 14 Quay Street, Dublin 2, D02 AB12, Ireland The Shareholders together hold all the issued shares of the Company. They wish to record how the Company will be run, funded and owned, and how a Shareholder may enter or leave. They agree as follows. ## 1. Meaning of words In this agreement: - **"Board"** means the board of directors of the Company, and **"Director"** a member of it. - **"Shares"** means the shares in the share capital of the Company, of every class, whether held now or acquired later. - **"Founder"** means each of Amira Khan and Daniel Okafor . - **"Fair Value"** has the meaning in section 14. - **"Leaver"** means a Founder who stops being a Director, employee or consultant of the Company, and who does not keep another such role. - **"Connected Person"** means, for a person, their spouse or partner, their children, a company or trust they control or that benefits them, and, for a company, its owners and companies under the same control. - **"Business"** means the business described in section 2. - **"Reserved Matter"** means a matter listed in section 6. - **"Business Day"** means a day other than a Saturday, Sunday or public holiday in the place where the Company's registered office is. A reference to a section is to a section of this agreement. Headings are for convenience only. A reference to writing includes email. "Including" does not limit what comes before it. ## 2. The Company and its business The Company carries on the following business, and will not change it without approval under section 6: Developing and selling analytics software to retailers. Each Shareholder will use their votes and powers so that the Company is run in the way this agreement describes, in good faith and for the long term success of the Company. ## 3. Shareholdings The Shareholders hold the following Shares on the date of this agreement: Amira Khan, 1 Mill Road, Dublin: 5,000 shares (50%) Daniel Okafor, 22 Ash Street, Cork: 3,000 shares (30%) Blue Harbour Fund, 8 Dock Lane, Dublin: 2,000 shares (20%) Each Shareholder confirms that they own their Shares free of any charge, option or third party right, and that nothing stops them from signing this agreement. If a Shareholder later acquires more Shares, those Shares are bound by this agreement. A person who becomes a Shareholder after the date of this agreement must first sign a deed of adherence, agreeing to be bound by it as a Shareholder. ## 4. The Board and appointments The Board is made up as follows: Three directors: one chosen by Amira Khan, one by Daniel Okafor and one by Blue Harbour Fund. A Shareholder or group of Shareholders who has the right to choose a Director may remove that Director and choose a replacement by written notice to the Company. Each Shareholder will vote their Shares to give effect to that right and will not vote to remove a Director chosen under it, except on the request of the Shareholder who chose that Director. The Board manages the Company and acts in its best interests. It meets at least every 3 months. At least 5 Business Days' notice of a Board meeting, with an agenda and the papers, is given to every Director, unless all Directors agree to shorter notice. The Directors may meet by video or telephone, and a written decision signed by all of them is as valid as a decision at a meeting. A meeting is valid only if at least half of the Directors are present, including one Director chosen by each Shareholder who has the right to choose a Director, unless that Shareholder has been invited to two meetings in a row and has not come. Each Director has one vote. If the votes are equal, the chair has no second or casting vote. 5. Day to day management 6. Decisions that need the Shareholders' approval 7. Meetings and votes of the Shareholders ⁦2 / 10⁩ 8. Information and accounts 9. Funding of the Company 10. New shares and pre-emption ⁦3 / 10⁩ 11. Transfers and the right of first refusal 12. Tag along 13. Drag along 6 more pages ⁦4 / 10⁩ The full document unlocks when you download The rest is written and waiting, with your answers in place. Templates are a careful starting point, not legal advice. Where the law matters, check what applies where you are. Company and legal ## What this template is for A shareholders' agreement for a private company: board, reserved matters, new shares, transfers, drag and tag along, leavers, deadlock and exit. Word or PDF. It is free to fill in online and needs no account. The finished Word document and PDF cost €9.99, paid once. [See all Company and legal templates](https://nerix.ai/templates/company-legal) Company and legal ## What you fill in The form asks for 22 details. The document fills itself in as you type. - ### Date of the agreement For example: 1 February 2027 - ### Company name For example: Brightwater Analytics Ltd - ### Company registration number (optional) optional For example: 12345678 - ### Country where the company is registered For example: Ireland - ### Registered office (optional) optional For example: 14 Quay Street, Dublin 2, D02 AB12, Ireland - ### Shareholders and their shares One shareholder per line: name, address, number of shares and the percentage. For example: Amira Khan, 1 Mill Road, Dublin: 5,000 shares (50%) Daniel Okafor, 22 Ash Street, Cork: 3,000 shares (30%) Blue Harbour Fund, 8 Dock Lane, Dublin: 2,000 shares (20%) - ### Founders (shareholders who also work in the company) These are the shareholders bound by the lock-in and the leaver rules. For example: Amira Khan and Daniel Okafor - ### The business For example: Developing and selling analytics software to retailers. - ### Directors and who appoints them For example: Three directors: one chosen by Amira Khan, one by Daniel Okafor and one by Blue Harbour Fund. - ### Decisions that need shareholders' approval One per line. Say below how big a majority is needed. For example: Changing the business Issuing new shares Borrowing more than EUR 100,000 Selling the company or its main assets Paying dividends - ### Approval needed for those decisions For example: Shareholders holding at least 75% of the shares - ### Days to take up new shares or shares for sale How long the other shareholders have to buy first. For example: 30 - ### Years before a founder may sell shares For example: 3 - ### Share needed to force a sale of the whole company (drag along) For example: 75% - ### Price paid to a bad leaver What a founder who leaves in breach receives, compared with fair value. Some places limit such discounts. For example: 70% of the fair value - ### Months a leaver may not compete (optional) optional Many places limit this. Leave empty to have none. For example: 12 - ### Dividends For example: At least 30% of profit after tax is paid each year, unless the board and the shareholders agree to keep it in the business. - ### How shares are valued when someone leaves For example: By an independent accountant chosen by the board, as a fair price between a willing buyer and seller, with no discount for a minority. - ### Governing law Usually the law of the company's country. For example: the law of Ireland - ### Steps before a dispute goes to court or arbitration For example: talks between the shareholders for 30 days, then mediation for 30 days - ### Place for deciding disputes For example: Dublin - ### How disputes are decided Company and legal ## What is inside The parts of this document, in order. - 1 1. Meaning of words - 2 2. The Company and its business - 3 3. Shareholdings - 4 4. The Board and appointments - 5 5. Day to day management - 6 6. Decisions that need the Shareholders' approval - 7 7. Meetings and votes of the Shareholders - 8 8. Information and accounts - 9 9. Funding of the Company - 10 10. New shares and pre-emption - 11 11. Transfers and the right of first refusal - 12 12. Tag along Templates ## How it works - 01 ### Fill in Type your details in the form. The document fills itself in as you type; click any gap to jump to its field. - 02 ### Check Read it through. Gaps you have not filled stay marked, so nothing goes out half done. - 03 ### Download Pay once and get it as a Word document to edit further and as a PDF to send or print. The link comes by email too. ### Was this template helpful? Company and legal ## Questions people ask ### What details does this template ask for? The form asks for 22 details, starting with Date of the agreement, Company name, Country where the company is registered, Shareholders and their shares, Founders. 3 more are optional. ### How much does this template cost? €9.99, paid once. Filling it in and seeing the first part is free. You pay when you download the finished Word document and PDF, with no account and no subscription. Every paid nerix plan includes it. ### Can I download this template as Word or PDF? Yes. When you have filled in the form, press Download and pay once. You get the finished document as a Word file to keep editing and as a PDF to send or print, and the link by email. ### Is what I type sent anywhere? While you fill it in, what you type stays in your browser. When you buy the document, your answers go to nerix to make your files. They are kept for seven days so you can download again, then deleted. ### What should I check before I use this template? This is a general template, not legal advice. Company law, tax and securities rules differ a lot between countries and company types. Some terms here, such as pre-emption, leaver prices, drag along and the restraint on competing, may need to be copied into the articles of the company, may be limited by law, or may not be enforceable. Have a lawyer who knows the law of the company's country review it before anyone signs. ### Are these company templates free? Most are. Fill in and download them for free as Word or PDF, with no account. A few longer documents are premium: free to fill in, paid once to download, and marked with their price. ### Is a template the same as legal advice? No. A template is a careful starting point. Company, contract and data protection law differ by country, so have a lawyer read anything that carries real risk before you sign. ### Can I change the clauses? Yes. 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