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Director Shareholder Agreement Template for England and Wales

A Director Shareholder Agreement under English and Welsh law is a comprehensive legal document that governs the relationship between directors who are also shareholders in a company. It sets out their rights, responsibilities, and obligations, including provisions for share ownership, transfer restrictions, management decisions, and exit arrangements. The agreement provides clarity on corporate governance matters and helps prevent potential conflicts between director-shareholders while ensuring compliance with UK company law.

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What is a Director Shareholder Agreement?

The Director Shareholder Agreement is a crucial document for companies where directors hold shares in the business. It is particularly important in private companies operating under English and Welsh law where the separation between ownership and management is less distinct. This agreement addresses the dual role of director-shareholders, establishing clear protocols for decision-making, share transfers, and dispute resolution. It helps protect both the company's and individuals' interests while ensuring compliance with the Companies Act 2006 and other relevant legislation.

What sections should be included in a Director Shareholder Agreement?

1. Parties: Identification of the company, directors, and shareholders

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Duties: Terms of director appointment and responsibilities

5. Share Ownership: Details of shareholding structure and rights

6. Transfer of Shares: Procedures for share transfers and restrictions

7. Board Meetings: Procedures for conducting board meetings

8. Shareholder Meetings: Procedures for shareholder meetings and voting

9. Termination: Circumstances and procedures for termination

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

1. Non-Compete Provisions: Restrictions on competitive activities - include when protecting company interests from competition

2. Tag-Along Rights: Minority shareholder protection provisions - include when minority shareholders need additional protection

3. Drag-Along Rights: Majority shareholder exit provisions - include when facilitating potential company sale

4. Dividend Policy: Specific dividend distribution arrangements - include when establishing formal dividend procedures

What schedules should be included in a Director Shareholder Agreement?

1. Share Capital Table: Detailed breakdown of shareholding structure

2. Reserved Matters: List of decisions requiring special approval

3. Service Agreement Terms: Executive director employment terms

4. Company Information: Key company details and registration information

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

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Director Agreement

Cost

Free to use

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