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Cross Option Agreement Shareholder for the United Kingdom

Cross Option Agreement Shareholder Template for England and Wales

A Cross Option Agreement is a legal arrangement under English and Welsh law that provides a mechanism for the orderly transfer of shares following the death or critical illness of a shareholder. It gives the surviving shareholders the right to buy (call option) and the deceased shareholder's estate the right to sell (put option) the shares. The agreement typically includes provisions for share valuation, payment terms, and often incorporates life insurance policies to fund the purchase.

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What is a Cross Option Agreement Shareholder?

The Cross Option Agreement Shareholder document is essential for businesses seeking to maintain control over ownership following a shareholder's death or critical illness. Under English and Welsh law, it creates a binding framework for share transfers, typically supported by life insurance policies to ensure financial capability for purchase. This agreement is particularly crucial for private companies where maintaining specific ownership structures is important, and it helps prevent shares from passing to unintended parties while ensuring fair value for the deceased shareholder's estate.

What sections should be included in a Cross Option Agreement Shareholder?

1. Parties: Identification of all shareholders involved in the agreement

2. Background: Context of the agreement, including company details and reason for the cross option arrangement

3. Definitions: Key terms used throughout the agreement including 'Critical Illness', 'Share Value', 'Option Period'

4. Grant of Options: Details of put and call options granted between shareholders

5. Exercise of Options: Procedures and timeframes for exercising options upon death or critical illness

6. Share Valuation: Method for determining share value when options are exercised

7. Completion Requirements: Process for completing share transfers once options are exercised

8. Payment Provisions: Terms for payment of share purchase price

What sections are optional to include in a Cross Option Agreement Shareholder?

1. Insurance Provisions: Details of associated life insurance policies when the agreement is insurance-backed

2. Tax Provisions: Specific tax treatment agreements when specific tax arrangements need to be documented

3. Drag Along Rights: Rights forcing minority shareholders to join in sale, used in agreements with multiple shareholders

4. Tag Along Rights: Rights allowing minority shareholders to join in sale, used in agreements with multiple shareholders

What schedules should be included in a Cross Option Agreement Shareholder?

1. Share Ownership Schedule: Current shareholding details of all parties

2. Insurance Policy Details: Specifics of associated insurance policies

3. Valuation Methodology: Detailed process for share valuation

4. Form of Option Notice: Template notice for exercising options

5. Deed of Adherence: Template for new shareholders to join the agreement

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






































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Industries

Companies Act 2006: Primary legislation governing company operations, including share transfer provisions, directors' duties, share capital requirements, and company constitution requirements

Financial Services and Markets Act 2000: Covers regulatory requirements for financial arrangements and insurance-related provisions for insurance-backed agreements

Inheritance Tax Act 1984: Addresses Business Property Relief considerations, share valuation methods, and tax implications of share transfers

Income Tax Act 2007: Governs tax treatment of share transfers and capital gains implications

Insolvency Act 1986: Covers effects of insolvency on share transfers and protection of creditors' interests

Law of Property (Miscellaneous Provisions) Act 1989: Sets out requirements for execution of documents

Common Law Principles: Fundamental legal principles covering contract formation, contractual interpretation, and fiduciary duties

Equitable Principles: Legal principles ensuring fair dealing and good faith in contractual relationships

Articles of Association: Company's constitutional document containing existing share transfer provisions, pre-emption rights, and directors' powers

Shareholders' Agreement: Existing agreement that must be considered for consistency and impact on other shareholders' rights

FCA Regulations: Financial Conduct Authority regulations applicable to insurance-backed arrangements

HMRC Guidance: Tax authority guidance on share valuation methods and tax treatment of cross options

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