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LLC Shareholder Agreement for the United Kingdom

LLC Shareholder Agreement Template for England and Wales

A Shareholders' Agreement is a legally binding contract between the shareholders of a limited liability company in England and Wales. It establishes the rights, obligations, and relationships between shareholders, regulating aspects such as share transfers, decision-making processes, dispute resolution, and exit mechanisms. The agreement complements the company's articles of association and provides additional protection for shareholders' interests while ensuring smooth company operation under English law.

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What is a LLC Shareholder Agreement?

An LLC Shareholders' Agreement is essential when establishing or formalizing relationships between shareholders in a limited liability company under English and Welsh law. This document becomes particularly important when multiple shareholders are involved, or when specific arrangements regarding company management, share transfers, or decision-making processes need to be established. The agreement typically includes provisions for share dealings, voting rights, dividend policies, and exit strategies, providing clarity and protection for all parties involved while ensuring compliance with UK company law.

What sections should be included in a LLC Shareholder Agreement?

1. Parties: Identification and details of all shareholders and the company

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholders: Details of shareholding structure and classes of shares

5. Management and Decision Making: Governance structure and decision-making processes

6. Transfer of Shares: Rules and restrictions on share transfers

7. Dividend Policy: Agreement on distribution of profits

8. Confidentiality: Provisions protecting company information

What sections are optional to include in a LLC Shareholder Agreement?

1. Tag Along Rights: Minority shareholder protection provisions allowing them to join in sale of shares on same terms as majority shareholders

2. Drag Along Rights: Majority shareholder rights to force minority shareholders to join in sale of shares

3. Non-Compete Provisions: Restrictions on competitive activities by shareholders during and after their involvement

4. Good/Bad Leaver Provisions: Provisions determining share treatment when shareholders exit the company under different circumstances

What schedules should be included in a LLC Shareholder Agreement?

1. Schedule 1: Details of the Company: Company registration details, share capital structure and other corporate information

2. Schedule 2: Initial Shareholders: List of shareholders and their initial shareholdings including share classes

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Share Valuation Methodology: Agreed method for valuing shares in transfer or exit scenarios

5. Appendix A: Form of Deed of Adherence: Template document for new shareholders to sign when joining 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

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions





































Clauses
































Industries

Companies Act 2006: Main governing legislation for UK companies that covers fundamental aspects of company management, shareholders' rights, directors' duties, share transfers, voting rights, and meetings

Small Business, Enterprise and Employment Act 2015: Legislation containing key provisions affecting company transparency and administration

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant for regulated companies or those with financial services aspects

Limited Liability Partnerships Act 2000: While primarily focused on LLPs, contains relevant principles that may apply to LLC shareholder agreements

Data Protection Act 2018 and UK GDPR: Legislative framework governing the handling and protection of personal data of shareholders and other stakeholders

Corporation Tax Act 2010: Primary legislation governing corporate taxation matters that may affect shareholder agreements

Insolvency Act 1986: Legislation covering company insolvency, winding up procedures, and related shareholder rights

Common Law Principles: Established case law and principles regarding contract formation, interpretation, and enforcement in England and Wales

Corporate Governance Codes: Best practice guidelines and requirements for company governance and management

Money Laundering Regulations: Regulatory requirements for preventing and detecting money laundering in corporate structures

Competition Law: Legal framework governing fair competition and anti-competitive practices that may affect shareholder 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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