Deed of Adherence: Share transfer

When do I use this document?

• 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