Consultancy Agreement: company (individual side letter)
This Consultancy Agreement individual side letter is for use by a company in conjunction with a Consultancy Agreement between the client and the individual’s service company.
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When do I use this document?
- where an individual’s personal service company has been appointed to act as a consultant
- for the individual to give direct legal undertakings to the client
What are the key features?
- legally binding undertakings from the individual which owns the service company to the client
- undertakings relating the following matters:
- continued ownership of the service company by the individual
- availability of the individual to perform the services
- performance of the Consultancy Agreement by the service company
- continued employment of the individual by the service company
- ownership of intellectual property in materials/work product generated during the consultancy
What else do I need to know?
This is a Side letter to a consultancy agreement where the consultant is an individual’s personal service company. Under the side letter, the individual gives undertakings to the client regarding the personal service company and compliance with the consultancy agreement. This letter is for use in conjunction with a Consultancy Agreement between the client and the individual’s service company.
A Consultancy Agreement may be for the appointment by the client of an individual’s personal service company. The service company agrees to provide consultancy services to the client, which will be carried out by the individual.
The individual is not a party to the Consultancy Agreement itself, which is between the client and the service company.
To help ensure that the individual will be available to provide the services and responsible for the performance of the Consultancy Agreement by the service company, the client will often require a letter from the individual to the client under which the individual will enter into legally binding undertakings directly with the client.
More information about consultancy agreements
What other documents are available?
For a form of consultancy for a service company on a time basis, see
For a form of consultancy agreement with a service company on a project basis, see
When do I use this document?
- if a shareholder has lost its original share certificate or it has been destroyed
- if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate
What are the key features?
- different forms of indemnity, depending on whether the shareholder is also transferring shares
- alternative forms of indemnity, depending on whether the shareholder is an individual or a company
What else do I need to know?
What is a share certificate?
A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.
What happens if a share certificate is lost or destroyed?
If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.
What risks does the indemnity protect against?
The indemnity protects the company from risks such as:
- Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
- Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
- Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
- Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.
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Updated by a lawyer on 03/09/2024
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