Deed of Adherence (Shareholders’ Agreement) — Word & PDF Template

This deed of adherence template makes a new shareholder of a private limited company a party to the company’s existing shareholders’ agreement. The new shareholder, the company and the existing parties sign it as a deed.

Who is this template for?

It suits private limited companies, their shareholders and incoming investors or managers when shares change hands or are newly issued. As the document itself states, it is not for an LLP members’ agreement or a partnership agreement, and it does not itself transfer or issue any shares. It also asks you to read the adherence clause of your shareholders’ agreement first and to follow that clause where it differs.

What does the template include?

The document is made up of numbered sections:

• Parties — the new shareholder, the company, and a choice between each existing party signing or one party signing for all under an authority clause.
• The Shareholders’ Agreement — its date, original parties and any later variations and deeds of adherence.
• The Shares — the number, class and nominal value of the shares, whether they come by transfer from a named transferor or by a new issue, and the effective date.
• The New Shareholder’s Covenant — the new shareholder agrees to be bound as a shareholder, with tick boxes for investor or manager capacity, and confirms receipt of the agreement and the articles.
• Benefit of the Agreement — the new shareholder gains the benefit of the agreement, and the company and existing parties agree to it joining.
• Release of the Transferor — an optional release of a transferor who has transferred all of its shares, with continuing liability for earlier breaches and surviving obligations.
• Notices — the new shareholder’s postal and email addresses for notices.
• General — the deed forms part of the shareholders’ agreement, may be signed in counterparts, and is governed by the law of England and Wales.
• Execution — deed signature blocks for the new shareholder, the company and the existing party, each with a witness or second company signatory.

Easy to customise

The template opens in Microsoft Word, Google Docs and LibreOffice. Fill in the highlighted fields, enter the company, agreement and share details, tick the signing, acquisition and capacity options, and edit any clause to suit your shareholders’ agreement.

Format and scope

Download instantly as an editable Word (.docx) file and a PDF, formatted to A4. Written in plain British English and drafted for use in England and Wales.