Shareholders Agreement: established business single investor
Shareholders agreement following the investment in an established business by a single investor under a separate subscription agreement. The agreement acts as the shareholders agreement between the investor and the founders of the company post-investment.
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When do I use this document?
- for the shareholders agreement between a single investor and the founders
- where the investment is being documented in a separate subscription agreement
- in conjunction with a Subscription Agreement and new Articles of Association
- for Paper Rock’s associated Subscription Agreement and Articles of Association, see
- for a private limited company incorporated in England and Wales
What are the key features?
- full form shareholders agreement
- 25 clauses and 4 schedules over 30 pages
- directors:
- investor director: the investor’s entitlement to appoint a director
- other directors: the founder shareholder(s) rights to appoint a director
- board proceedings: how proceedings of the board will be conducted
- information rights: rights to information for the investor and other shareholders about the company and its finances
- future share issues: pre-emption rights on the issue of new shares
- share transfers: rules governing the transfer of shares, including:
- pre-emption rights on share transfers
- compulsory transfer events, including founder good and bad leaver clauses
- tag-along and drag-along rights
- reserved matters: matters requiring prior approval from the investor and other shareholders
- restrictive covenants: restrictions on the founders from competing with the company and soliciting the company’s customers, suppliers and employees
What other documents are available?
For a combined Investment & Shareholders Agreement for an established business with a single investor, see
For a standalone Shareholders Agreement for an established business with multiple investors, see
For standalone Shareholders Agreements for a start-up business, see
When do I use this document?
- for the appointment of an individual to provide consulting services through a service company
- for a fixed term appointment or an appointment terminable on notice
What are the key features?
- 24 clauses over 16 pages
- time-based appointment for a fixed term, terminable by notice by either client or consultant
- service performance obligations on the consultant company, including for performance of the services by the named individual
- consulting fees on the basis of time spent at an agreed contractual rate
- ownership of intellectual property rights arising from the services
- status of the consultant as an independent contractor
- early termination for breach and other circumstances
What else do I need to know?
Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:
- that the individual owns the service company and will continue to do so
- that the individual will be employed by the service company by the individual
- that the client will own intellectual property rights in materials/work product generated by the individual
- that the individual will be responsible for the service company’s performance of the consultancy agreement
We have a form of this side letter available – see
What other documents are available?
For a form of consultancy for a service company on a project basis, see
For forms of consultancy agreement with an individual consultant, see
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Updated by a lawyer on 02/07/2025
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