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Company Share Agreement for the United Kingdom

Company Share Agreement Template for England and Wales

A Company Share Agreement is a legally binding document governed by the laws of England and Wales that sets out the terms and conditions for the transfer, sale, or issuance of shares in a company. It includes details of the transaction, rights and obligations of the parties, warranties and representations, and any specific conditions attached to the share transfer. The agreement ensures compliance with the Companies Act 2006 and other relevant legislation while protecting the interests of all parties involved.

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What is a Company Share Agreement?

A Company Share Agreement is essential when transferring ownership stakes in a company under English and Welsh law. This document is typically used during investment rounds, company restructuring, or when implementing employee share schemes. The agreement details the terms of share transfers, including price, payment terms, and any conditions precedent. It ensures compliance with the Companies Act 2006 and other relevant regulations while providing clarity on shareholders' rights and obligations. The document typically includes warranties about the company's status and the shares being transferred, along with any restrictions on future transfers.

What sections should be included in a Company Share Agreement?

1. Parties: Details of all parties to the agreement including company registration details

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Details: Description of shares being transferred/issued including class and rights

5. Consideration: Payment terms and consideration for shares

6. Completion Requirements: Conditions and mechanics of share transfer

7. Warranties and Representations: Standard warranties about share ownership and authority to transfer

8. Governing Law and Jurisdiction: Specification of applicable law and courts

What sections are optional to include in a Company Share Agreement?

1. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties - use when shareholders want to maintain control over ownership

2. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - use to protect minority shareholders

3. Drag-Along Rights: Right of majority to force minority to join in sale - use to facilitate complete company sale

4. Restricted Transfer Provisions: Restrictions on transfer to certain parties - use when transfer limitations are needed

What schedules should be included in a Company Share Agreement?

1. Share Certificate: Copy of relevant share certificate(s)

2. Board Resolution: Approving the share transfer

3. Shareholders' Resolution: If required by articles

4. Share Rights: Detailed description of rights attached to shares

5. Deed of Adherence: If new shareholder must adhere to existing agreements

6. Company Information: Current shareholding structure and corporate information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





























Clauses





























Industries

Companies Act 2006: Primary legislation governing company shares, including share capital, classes, transfers, pre-emption rights, directors' duties, and company records requirements

Financial Services and Markets Act 2000: Regulates share offerings and financial promotion rules in the context of company shares

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and maintains register of persons with significant control in companies

Insolvency Act 1986: Contains provisions affecting share transfers in the event of company insolvency

Financial Services Act 2012: Addresses financial regulation aspects of share agreements and company operations

Common Law Contract Principles: Fundamental contract law principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

EU Withdrawal Act 2018: Post-Brexit legislation affecting company share agreements and related regulations

Corporation Tax Act 2010: Covers tax implications and considerations for share transfers and agreements

FCA Regulations: Financial Conduct Authority regulations applicable to share agreements and transfers

Stock Exchange Rules: Specific requirements for listed companies regarding share agreements and transfers

Takeover Code: Regulations governing company acquisitions and takeovers affecting share agreements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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