Deed of Adherence: share issue

Deed of Adherence for a new shareholder who has acquired shares through an allotment of new shares to agree to become a party to the company’s existing Shareholders Agreement, in the form of a Deed between the new shareholder and the company.

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When do I use this document?

  • in conjunction with an allotment of new shares
  • where the new shareholder is required to become party to, and bound by, the company’s Shareholders Agreement
  • where the Shareholders Agreement does not include the required form of Deed of Adherence 

What are the key features?

  • different forms of Deed of Adherence, depending on whether the new shareholder is an individual or a company
  • in the form of a Deed between the company and the new shareholder

What else do I need to know?

A deed of Adherence is required when new shares are allotted to someone who is not already a shareholder. The new shareholder may be required to agree to become a party to the company’s existing Shareholders Agreement.  This requirement can be found either in the company’s Articles of Association or in the Shareholders Agreement.

This requirement is satisfied by the transferee executing a Deed of Adherence to the Shareholders Agreement.  This process also applies where a new shareholder acquires shares by way of the transfer of existing shares in the company.

What other documents are available?

For a form of Deed of Adherence where the new shareholder becomes a shareholder on the transfer of existing shares in the company, see

When do I use this document?

  • for general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information
  • circumstances permitting compulsory disclosure
  • procedure for returning Confidential Information to its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

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Updated by a lawyer on 21/08/2024

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