Shareholders agreement for a business with overseas shareholders

A company in England and Wales with a shareholder in another country has an agreement that will be enforced, if it ever is, against someone the English courts may not easily reach, decisions that have to be taken across time zones, a director who may carry the company's tax residence abroad with them, and transfers that may fall under another country's rules. The agreement has to choose the law and the forum deliberately, make the decision-making work at a distance, keep the company resident where it should be, and deal with the compliance that foreign ownership attracts. I draft that agreement for the shareholders together, with a briefing session and a note on how it fits the articles, for a fixed fee of £995, delivered in five working days, on the law of England and Wales with local advice flagged where it is needed.

Who this is for

Founders and investors in England and Wales with co-shareholders abroad, and overseas investors and founders holding shares in an English company, from a UK start-up with a US investor to a company owned by family members in two countries.

What matters in a shareholders' agreement with overseas shareholders

English law, English courts and enforcement abroad

The agreement should be governed by English law, which governs the company in any event, and should give the courts of England and Wales jurisdiction or provide for arbitration seated in London under the Arbitration Act 1996 where the overseas shareholder's country would enforce an arbitral award more readily than an English judgment, which for many countries it does; the agreement should also require the overseas shareholder to appoint an agent in England for service of proceedings, so that a dispute can be started without serving abroad, and should provide for injunctions in any court, because a covenant breached in another country is enforced there.

Meetings, resolutions and signing across time zones

The agreement and the articles should allow board and shareholder meetings by video with participants in several countries, written resolutions under the Companies Act 2006 circulated electronically, notice periods that allow for time zones, a quorum that does not depend on a shareholder who is asleep, and electronic signature of documents, with a power of attorney in favour of a UK-based director for routine filings; a company whose decisions wait for a meeting that cannot be held is a company that drifts, and the mechanics should be set up for the distance.

The overseas shareholder as a director and the duties that travel

An overseas shareholder who is a director owes the duties in the Companies Act 2006 wherever they are, must be registered at Companies House with a service address and must complete identity verification as the Act now requires, and the agreement should say so; where the overseas director takes part in management decisions from abroad, the company's central management and control may be argued to be outside the UK, which affects its tax residence, and the agreement should require board meetings to be held, decided and minuted in the UK with a majority of UK-based directors where the accountants advise it, because a company that becomes resident abroad by accident has a tax problem.

Tax residence, withholding and the company's own residence

Dividends to an overseas shareholder may be subject to the tax rules of their own country and to any treaty with the UK, the company's accountants should confirm whether any UK withholding or reporting applies, and the overseas shareholder should take their own advice on how they hold the shares (personally, through a company, through a trust) and on the tax of a future sale; the agreement should say that each shareholder is responsible for their own tax, should state the currency of dividends and the account to which they are paid, and should record the accountants' advice on keeping the company resident in the UK.

Transfers, foreign ownership and compliance

The agreement's transfer provisions should address transfers to the overseas shareholder's family, companies and trusts in their own country as permitted transfers on stated conditions, the register of persons with significant control that the Companies Act 2006 requires to be kept and filed for overseas owners, the National Security and Investment Act 2021 where the company's activities are in a sector the Act covers and a change of control would need notification, and any sanctions or anti-money laundering checks the company's bank will require on an overseas shareholder; a transfer the company cannot register for compliance reasons is a transfer the agreement should have anticipated.

Information, currency and the distance that causes disputes

Overseas shareholders need more information rather than less, and the agreement should provide management accounts, the budget and material events in a form the shareholder can follow, in English, with a regular call between the shareholders; it should state the currency of accounts and distributions, who bears exchange costs, and the deadlock and exit mechanisms (pre-emption, a put option, drag and tag) with valuation in sterling and payment arrangements that work across borders; the note on the articles addresses the transfer provisions, the meeting mechanics and the directors' requirements under section 33 of the Companies Act 2006.

What it costs

Shareholders agreement, £995. An agreement between the shareholders of a private company, with a note on how it interacts with your articles. Five working days.

Buying online forms the engagement on payment. The scope is what the shareholders agreement page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A briefing session with all shareholders together, to work through the questions people avoid asking each other
• A shareholders agreement drafted for your actual situation rather than a precedent with the names changed
• A note on how the agreement interacts with your articles, and whether the articles need amending to make it work
• A plain English explanation of every material choice, so nobody signs something they have not understood
• One round of amendments
• Signature-ready documents

What is not included

• Acting for individual shareholders separately, because I act for you jointly
• Company valuation
• Tax structuring, which needs your accountant and should run alongside this
• Amended articles of association and IP assignments, which I quote separately
• Filing at Companies House
• Resolving a dispute that has already started

Questions I am often asked

Our co-founder lives in the US. Should the agreement be under English law?

It should be, since the company is English and the courts here apply its law. Whether to add arbitration for enforceability in the US, and an agent for service in England, is decided in the briefing session.

Can our overseas director run the company from abroad?

They can be a director, with the duties and the Companies House requirements that go with it, but if the company is managed from abroad its tax residence can move. The agreement requires board decisions to be taken in the UK where the accountants advise it.

Does an overseas shareholder need to be on a UK register?

Where they hold a significant stake, yes, on the register of persons with significant control filed at Companies House. The agreement requires the information the company needs to comply.

Related guidance and services

• Shareholders agreement, £995, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Shareholders agreement for a company with a corporate shareholder
• SaaS terms for selling to customers in the United States

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.