Shareholder operational services agreement template

Agreement for a shareholder to provide operational and administrative services to a company, often used where a joint venture company will, for efficiency reasons, use the resources and infrastructure of one of its shareholders.

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When do I use this document?

  • for a services agreement between a shareholder and a joint venture company
  • for a range of services, including office facilities, IT support and accounting, tax and HR services
  • for a JV company which is a private limited company incorporated in England and Wales

What are the key features?

  • 23 clauses and one schedule over 13 pages
  • range of services to be provided, to be adapted to suit the circumstances
  • fees and third party costs to be paid to the service provider
  • limitations of liability for the service provider
  • termination provisions, including the service provider ceasing to be a shareholder in the company

When do I use a shareholder operational services agreement?

A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture.  The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.

Operational services that a shareholder may offer include:

  • office facilities: desk space, meeting room and associated services
  • IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
  • accounting: preparation of management accounts and assistance with annual statutory accounts preparation
  • tax: assistance with the company’s tax filings and compliance
  • personnel: support with payroll, recruitment and HR related matters
  • insurance: participation in group insurance schemes and policies

The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

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

Updated by a lawyer on 21/07/2025

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