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.
Read more
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?
An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements
Use this document:
- for the amendment and restatement of a contract or agreement
- as an alternative to a standalone variation
- suitable for a contract governed by English law
What are the key features?
- 7 clauses and one schedule over 3 pages
- short form agreement
- agreement to amend and restate original contract or agreement
- amended and restated form of agreement to be set out in the schedule
What else do I need to know?
An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:
- amendment to the terms and conditions of the contract
- amendment to introduce new parties to the agreement
An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.
An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:
- amended by the agreement of the parties to the new form of the contract as amended and restated
- restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement
Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.
What other documents are available?
For a standalone contract variation for specific amendments to the contract, see
Related Articles
£35.00 exc VAT
Updated by a lawyer on 21/08/2024
- Updated By a lawyer on
- Guidance notes included
- No hidden extras
- Easily customisable
Create your document in 3 Easy Steps
- Download
- Customise
- Share & Sign
PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.
“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”
Amanda | Bannister Creative
£35.00 exc VAT
- Written by expert lawyers
- Quick to download
- Easy to customise
- No hidden extras
- free re-downloads
“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”
Elle, Founder | Winslow skincare & aesthetics.
“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”
Giles, MD | Boniti Ltd.
