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 a services agreement between a shareholder and a joint venture company
- for a range of services, including office facilities, IT support and accounting, tax and HR services
- for a JV company which is a private limited company incorporated in England and Wales
What are the key features?
- 23 clauses and one schedule over 13 pages
- range of services to be provided, to be adapted to suit the circumstances
- fees and third party costs to be paid to the service provider
- limitations of liability for the service provider
- termination provisions, including the service provider ceasing to be a shareholder in the company
When do I use a shareholder operational services agreement?
A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture. The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.
Operational services that a shareholder may offer include:
- office facilities: desk space, meeting room and associated services
- IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
- accounting: preparation of management accounts and assistance with annual statutory accounts preparation
- tax: assistance with the company’s tax filings and compliance
- personnel: support with payroll, recruitment and HR related matters
- insurance: participation in group insurance schemes and policies
The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.
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Updated by a lawyer on 02/07/2025
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