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 termination of a contract by mutual agreement of the parties
  • for a contract governed by English law

What are the key features?

  • agreement in the form of a deed of termination
  • alternative wording depending on whether any provisions of the contract will continue in force after termination
  • alternative wording depending on whether termination amounts to a release of all claims under the contract

What else do I need to know?

The parties to a contract may agree to bring an agreement to an end earlier than originally envisaged. The contract may itself provide for circumstances in which the contract may be terminated. These include:

  • completion: termination of the contract once the subject-matter of the contract has been achieved
  • notice: termination by one party by giving a specified period of notice to the other party
  • breach: termination by one party either on immediate notice or by giving a specified period of notice following the breach of the contract by the other party (the defaulting party). The contract may provide that the breach must be “material” or “repeated” and/or that the defaulting party has a period of time in which to remedy the breach before the non-defaulting party may terminate the contract

In the absence of a party being entitled to terminate the contract by its terms, the termination of a contract will require the mutual agreement of both parties to the contract.

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Updated by a lawyer on 21/08/2024

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