Shareholder agreement solicitors

A Company should always have a clearly defined shareholder's Agreement that sets out the shareholder's interests and terms agreed between them in relation to a variety of issues such as Consent required on major decisions and the sale of shares.

If a director breaches the terms set out in a shareholder agreement or articles of association, this can lead to a dispute.

Financial Information

Every shareholder in a company has the right to be informed about the business's financial affairs.

Dividend payments

The Shareholders Agreement should define the minimum percentage of dividends that should be distributed each year from profits generated.

If one shareholder is drawing more money from the business than the other shareholders, then this can lead to a dispute. For instance, the majority shareholder might draw a higher proportion of dividends from the business than the other shareholders think is fair.

Shareholder Consent

The Shareholder Agreement should specify the minimum percentage of shareholder votes required for any major decisions on behalf of the company. There should also be a clearly defined list of what such major issues are where Shareholder's Consent is required.

This is particularly important to protect the minority shareholders.

What are the legal rights of shareholders?

Shareholders' rights are set out in the Companies Act 2006.

The rights of shareholders vary depending upon the percentage of a business they own and the type or classes of shares that they own. 

However, every shareholder has the following basic rights under the Act:

General meetings and voting

Every shareholder has the right to be informed that an annual general meeting or an extraordinary general meeting is taking place, and they have the right to attend. If a shareholder cannot attend a meeting, they have the right to send a proxy in their place.

Shareholders normally have the right to vote, but this depends upon whether they own voting shares.

Company profits

Shareholders have the right to receive a share of a business's profits. This is usually paid as dividends, although some classes of shares may not qualify for dividends.

Annual report, accounts and other documents

Shareholders have the right to receive a copy of the company's annual report and accounts upon request. Most businesses also issue shareholders with a copy of their share certificate, although there is no legal requirement for them to do so. However, a shareholder's name must be listed in the business's register of members to prove they are a shareholder.

Shareholders have the right to see the company's articles of association which may set out any additional rights they have. They can also see the terms of directors' service agreements, the terms of directors' indemnity provisions, records of resolutions and the minutes of general meetings.

Winding up a company

If a business is wound up, shareholders have the right to receive a proportion of the money. A shareholder's rights to receive monies vary depending upon the classes of shares they own.

No money can be distributed to shareholders until creditors have been paid.

Can shareholders have additional rights?

Although shareholders' basic rights are set out in the Companies Act 2006, these rights can be enhanced by a company's articles of association and a shareholders' agreement. Shareholders' rights can never be less than those specified in the Act.

Articles of association lay out how a business will be owned and run. A shareholders' agreement builds on this by adding detail, such as:

  • Shareholders' rights and duties
  • How the sale of shares will be regulated
  • Exactly how important decisions will be made.

A well-drafted shareholders' agreement is specific and practical, which provides clarity and peace of mind for shareholders.

How can shareholder disagreements be resolved?

If a company has articles of association and a shareholders' agreement, these provide the starting point for resolving a dispute. For example, there may be an agreed set of procedures that can be followed to manage the transfer of shares.

Disputes can be resolved through mediation. This is when an independent mediator helps the parties involved to reach an agreement themselves. If an agreement is reached, the terms can be incorporated into a legally binding settlement agreement or a waiver of claims.

A share purchase agreement can also be drawn up.

Settling disputes through mediation is faster and less costly than court action, which should always be a last resort. However, if court action is necessary, we have the experience to act in your best interests.

Have a question or need some help?

What are the solutions to shareholder disputes?

When shareholder disputes arise, there are different solutions, including:

  • Buying back shares - The company buys back shares from the shareholder, increasing the stakes for the remaining shareholders, which can only usually happen if the majority of shareholders agree.
  • Dividing the company - The business is split or reorganised so shareholders can go their separate ways.
  • Deferred consideration - The company may agree to buy shares back from the shareholder at a fixed price but defer payment until there are funds available.
  • Variation of rights - This enables a shareholder to keep receiving an income from the company but to relinquish management control.

Why choose Davisons Law?

Our solicitors have years of experience and can help draft Shareholder Agreements, advise on what a business may wish to include with the Agreement by way of protection and help deal with any disputes. We also advise on enforcing rights and have successfully helped resolve all types of shareholder disagreements.

It is always advisable that a business has a shareholders' agreement.

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