Shareholder Agreement Template
Also searched as: Shareholders Agreement Template · SHA Template · Investor Rights Agreement
A shareholder agreement governs the relationship between a company’s shareholders — voting rights, transfer restrictions, and what happens on exit or a new funding round. It sits alongside the company’s articles and typically matters most once outside investors are on the cap table.
A downloadable template is written for a hypothetical deal, and usually protects whoever wrote it. The clause structure below is genuinely universal — but the terms that matter (what’s excluded, who owns what, what the cap is) depend entirely on your situation. This page gives you the structure and the decisions; the guided draft turns your answers into a document built for your deal.
What a shareholder agreement must contain
These are the sections our lawyers review on every shareholder agreement. A document missing any of them has a gap worth closing before signature.
Shareholder agreements should reflect your company’s specific cap table, corporate form, and jurisdiction of incorporation. This guide reflects the clause structure our lawyers review on every shareholder agreement; the specific terms for your company are settled during drafting, not fixed in advance.
Decisions you need to make first
- 1Which decisions require shareholder consent beyond board approval?
A defined list of reserved matters protects minority shareholders from decisions that could dilute or disadvantage them without their agreement.
- 2Are drag-along and tag-along rights included, and at what threshold?
Drag-along lets a majority force a sale on minority shareholders; tag-along lets minority shareholders join a majority’s exit on the same terms. Getting the threshold wrong disadvantages whichever side it favours.
- 3Do existing shareholders have pre-emption rights on new share issuances?
Without this, a new funding round can dilute existing shareholders without giving them the chance to maintain their percentage.
- 4What anti-dilution protection applies on a down round?
Full-ratchet and weighted-average anti-dilution protect investors very differently — the choice materially affects founder dilution in a down round.
- 5How is a deadlock between shareholder blocks resolved?
Particularly relevant where investor and founder shareholding blocks are close to evenly split on reserved matters.
Mistakes we see most often
- No reserved-matters list, leaving minority shareholders exposed to majority decisions
- Drag-along threshold set low enough to force a sale minority shareholders would not otherwise accept
- No pre-emption rights, allowing future rounds to dilute existing shareholders without recourse
- Anti-dilution mechanism chosen without modelling its effect on founder ownership in a down-round scenario
- Information and inspection rights left undefined, so shareholders have no contractual right to company financials
Clauses worth understanding first
Build it around your deal, not someone else’s.
Answer a short set of questions and get a document written for your terms — then have a lawyer review it before you sign.
Lawyer-drafted, plan or one-off from ₹4,999 · 24–48 hour turnaround
Other contract guides
This guide is general information about contract structure, not legal advice. What your agreement should say depends on your specific circumstances and the law that governs it.
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