Shareholders Agreement: majority/minority shareholders
Shareholders Agreement between majority (more than 50% of shares held) and minority (less than 50% of shares held) in a private limited company, with control provisions for the majority shareholder and minority shareholder protections for the minority shareholder.
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When do I use this document?
- for a company which has a majority shareholder and one or more minority shareholders
- for provisions enabling the majority shareholder to control decision-making and other matters
- for minority shareholder protections, including director appointment rights and rights to approve reserved matters
- for a private limited company incorporated in England and Wales
What are the key features?
- full form shareholders agreement
- 30 clauses and 3 schedules over 31 pages
- clauses relating to the following matters:
- business of the company
- shareholder roles and services
- shareholdings
- funding
- director appointment rights and board decision-making
- shareholder decision-making
- dividends
- matters requiring prior approval of specified shareholders (reserved matters)
- future share issues
- transfers of shares, including permitted transfers, pre-emption rights, compulsory transfer events, drag-along rights and tag-along rights
- shareholder information rights
- shareholder restrictive covenants
- duration and termination
What other documents are available?
For a Shareholders Agreement for a company with equal 50/50 shareholdings, see
When do I use this document?
- for an indemnity clause to be included in a contract
- for a contract governed by English law
What are the key features?
- alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
- indemnity for breach of the underlying contract
- indemnity for potential loss arising from a third party claim
- wording for conduct of third party claims
What else do I need to know?
An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.
The specified event might be:
- the breach of contract by the indemnifier
- liability of the indemnified party to a third party in relation to a specified event or circumstance
- a claim by a third party for loss or damage caused by the indemnifier’s breach of contract
Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.
As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:
- the notification of a claim from a third party in relation to the indemnified obligation
- an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
- allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim
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Updated by a lawyer on 21/07/2025
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