When do I use this document? for a share sale transaction where confidential information about the target company will be disclosed to a potential buyer for a longer form NDA with strong legal protections for the seller and target company What are the key features? 17 clauses over 9 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 the seller prohibition on the buyer poaching the target company’s employees contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company duration of agreement What else do I need to know? It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement. non-solicitation covenants a contractual indemnity for breach of the confidentiality obligations the duration of the agreement The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement. What other docs are available? For a shorter form of confidentiality agreement for a company sale transaction, see NDA: share sale (short)

Deed of Adherence: Share transfer

Name: Deed of Adherence - PaperRock Documents
SKU: COM004.001
Price: 25.00 GBP
Availability: InStock

Deed of Adherence for a new shareholder who has acquired shares through transfer 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.

in conjunction with a transfer of 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?

When is a Deed of Adherence required?

When shares are transferred 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 issue of new shares.

What other documents are available?

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

Deed of Adherence – share issue

Description

When do I use this document?

for a share sale transaction
where confidential information about the target company will be disclosed to a potential buyer
for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

17 clauses over 9 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 the seller
prohibition on the buyer poaching the target company’s employees
contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

NDA: share sale (short)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 06/08/2024

Updated By a lawyer on 11/15/2022

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Deed of Adherence: Share transfer

When do I use this document?

What are the key features?

What else do I need to know?

When is a Deed of Adherence required?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Share transfer in a private limited company, what to consider and the process involved

Create your document in 3 Easy Steps

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

“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.

Deed of Adherence: Share transfer

When do I use this document?

What are the key features?

What else do I need to know?

When is a Deed of Adherence required?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Share transfer in a private limited company, what to consider and the process involved

Create your document in 3 Easy Steps

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

“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.

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