Shareholder Agreement Solicitors

Company articles alone rarely cover what happens when shareholders disagree, one wants to sell, or the business needs new investment. Our shareholder agreement solicitors draft and review shareholder agreements that protect your position as a majority or minority owner from day one. Shareholder agreements sit alongside the other commercial contracts we put in place for growing businesses.

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Legal contract review for breach of fiduciary duty lawyer advice

What Articles of Association Do Not Cover

A company’s articles of association are a public document filed at Companies House, and most companies use a standard set. They rarely deal with the practical questions that cause disputes between shareholders, such as what happens if someone wants to sell their shares, how deadlock between equal shareholders gets resolved, or what a leaving shareholder is entitled to be paid. A shareholder agreement sits alongside the articles and is kept private, covering these points in detail. Our solicitors draft agreements for companies across Manchester and the UK that address decision making, share transfers and exit terms specifically, rather than leaving them to a generic template.

How Our Shareholder Agreement Solicitors Help Your Business

Whether you are a founder bringing in your first investor or a shareholder wanting stronger protection, our solicitors put the right terms in place.

Shareholder Agreement Drafting

We draft shareholder agreements covering decision making, dividend policy, share transfer restrictions and what happens if a shareholder wants to leave or sell.

Minority Shareholder Protection

We build in protections for minority shareholders, including consent rights over key decisions, so a majority shareholder cannot act unilaterally against their interests.

Deadlock Resolution Provisions

Where two shareholders hold equal shares, we draft deadlock provisions that give a clear route through disagreement, rather than leaving the company unable to make decisions.

Good Leaver, Bad Leaver Clauses

We draft good leaver and bad leaver provisions that set different terms for a departing shareholder depending on the circumstances of their exit.

Drag Along and Tag Along Rights

We draft drag along and tag along rights that protect both majority and minority shareholders when the company is eventually sold.

Shareholder Agreement Review

If you have been sent a shareholder agreement to sign, or already hold shares without one, we review your position and advise on what is missing.

Trusted by shareholders and companies across Manchester and the UK for clear, commercially minded agreement advice.

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What This Means for You

Clear rules for what happen if a shareholder wants to exit.
Protection against a majority shareholder acting without your agreement.
A resolution route if equal shareholders reach deadlock.
Confidence that your investment and equity are properly protected.
One set of terms both shareholders understand and rely on.

When To Seek Advice

Before bringing a new shareholder or investor into your company.
If your company has shareholders but no shareholder agreement.
When a shareholder wants to sell or transfer their shares.
Before agreeing to invest in a company as a minority shareholder.
If a disagreement arises between shareholders over company decisions.

Meet the Founder

Marium brings 22 years of experience advising UK businesses on corporate, commercial, and dispute resolution matters. She founded MAR Legal to give businesses direct access to senior contract and commercial advice without the overhead of a traditional firm. Marium is an individually practicing Solicitor regulated by the Solicitors Regulation Authority (SRA ID: 277854). You can verify her active professional credentials on the official Law Society Find a Solicitor Index or review her industry record on the SRA Register.

Marium Razzaq
Solicitor & Director Mar Legal
MCIArb

Why Choose MAR Legal for Shareholder Agreements

Solicitor Led

Every agreement is drafted or reviewed by our solicitors, with minority protections checked as standard.

Practical, Commercial Advice

Straightforward guidance on exits, deadlock and share transfers, without unnecessary complexity.

Fixed Fee

Clear, fixed fee pricing agreed upfront, so there are no surprises on cost.

Manchester Based, UK Wide

Based in Manchester, we advise shareholders and companies on agreements across the UK.

How Our Shareholder Agreement Process Works

Initial Consultation

We discuss your company and shareholder structure and agree a fixed fee for the work.

Drafting or Review

Our solicitors draft new terms or review the agreement you already have in place.

Shareholder Discussion

We help work through points shareholders disagree on before anything is finalised.

Sign Off

You receive a final agreement ready to sign, with the key terms explained clearly.

What Our Clients Say

    
 
 
         
   Olamide Aribigbela 
 
 
 
 Trustindex verifies that the original source of the review is Google. Really happy with the service from MAR Legal. They were very professional, helpful and efficient throughout the whole process. They handled all my documents quickly and carefully, and made everything simple and stress-free.

Would definitely recommend MAR Legal to anyone looking for a reliable and professional solicitor!
  
 
        
   Mrs Whitbread 
 
 
 
 Trustindex verifies that the original source of the review is Google. Great service. Very responsive and great at explaining everything I needed. Thanks
  
 
        
   Rachel Marsden 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very professional and clear advice. Easy to understand and handled with appropriate sensitivity and confidentiality.
  
 
        
   Gillian Fletcher 
 
 
 
 Trustindex verifies that the original source of the review is Google. Excellent Service, quick and efficient and clear communications throughout. Thank you.
  
 
        
   Faye McCarthy 
 
 
 
 Trustindex verifies that the original source of the review is Google. I used MAR Legal for a commercial lease on a property in Stockport. Had my initial consultation at their Spinningfields office, where I dealt directly with Marium, one of the directors. She walked me through the lease terms and the timeline upfront, so I knew what to expect at each stage. Would use them again for commercial property work in the Manchester area.
  
 
        
   Chris Johnson 
 
 
 
 Trustindex verifies that the original source of the review is Google. MAR legal helped with ILA which my mortgage lender required. They acted very quickly and at a good price. Great service.
  
 
        
   Arsa Syed 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very professional and helpful. I would definitely recommend using them and will be back if I need any legal work done!!
  
 
        
   Amir Abbou 
 
 
 
 Trustindex verifies that the original source of the review is Google. They provided professional, sharp, and responsive counsel.  their contractual analysis was strong, and their advice was genuinely practical and commercially minded.
  
 
        
   Marc Lawrenson 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very helpful and competative prices
  
 
        
   Stephen Torpey 
 
 
 
 Trustindex verifies that the original source of the review is Google. I can't thank Umar and the team enough for the support they gave us. They went above and beyond to help us, acted with professionalism, care and kindness when we needed it. We will 100% be using the team at Marlegal again as they understand our needs and worked with such efficiency.
  
 
  
  
 
 
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Shareholder Agreement Solicitors FAQs

No, there is no legal requirement to have one, and a company can operate using only its articles of association. In practice, though, articles alone rarely deal with the situations that cause disputes between shareholders, such as deadlock, share transfers or what a leaving shareholder is owed. A shareholder agreement is strongly recommended wherever a company has more than one shareholder, particularly once real value is at stake.

The articles of association are a public document filed at Companies House, governing the company generally and binding on all shareholders whether they agreed to specific terms or not. A shareholder agreement is a private contract between some or all shareholders, covering matters the articles typically leave out in detail, such as deadlock resolution and exit terms. The two documents work alongside each other, and a well drafted agreement should not conflict with the articles.

Drag along rights let majority shareholders force minority shareholders to sell their shares on the same terms if the majority accepts an offer for the whole company, preventing a small shareholder blocking an otherwise agreed sale. Tag along rights work the other way, letting minority shareholders join a sale on the same terms a majority shareholder has negotiated, so they are not left holding shares in a company under new, unwanted ownership.

Without a deadlock provision, a genuine 50/50 split can leave the company unable to make certain decisions at all, which can be damaging if it affects day to day operations. A shareholder agreement can set out a resolution process, such as escalation to an independent third party, a casting vote in defined circumstances, or a mechanism for one shareholder to buy the other out if deadlock cannot be resolved.

This should be set out in the shareholder agreement itself, typically by reference to an independent valuation, a pre-agreed formula, or the price a third party has offered for the shares. Good leaver and bad leaver provisions often apply a different value or payment timeline depending on the circumstances of the exit, for example whether the shareholder left voluntarily, was dismissed, or breached the agreement.

Yes, and this is common. Pre-emption provisions typically require a shareholder wanting to sell to first offer their shares to existing shareholders on the same terms before selling to an outside buyer. This protects the existing ownership structure from an unwanted third party joining the company, though it can also limit how quickly a shareholder can exit if the others are unable or unwilling to buy.

Ideally before any dispute exists, since agreements negotiated while relationships are good tend to be fairer and more balanced than ones negotiated once shareholders have already fallen out. This typically means at incorporation, when a new shareholder or investor joins, or as soon as possible if a company has been trading with multiple shareholders and no agreement at all.

MAR Legal provides shareholder agreement drafting, review and advisory support. Where a matter involves reserved legal activities or court proceedings, we work alongside appropriately regulated professionals to provide a compliant and joined up service.

Shareholder Agreement Lawyers

What Articles of Association Do Not Cover