Shareholders agreement for an e-commerce business

An e-commerce business is a brand, a domain, a set of platform accounts and a warehouse of stock bought with someone's money, and the agreement between its owners has to make sure all of them belong to the company rather than to whichever owner set them up. It also has to divide the operating and funding roles, control the cash tied up in inventory, and deal with departures where the brand or a platform account is held in an individual's name. The agreement is drafted for the owners jointly, after a briefing session with all of them, and comes with a note on how it fits the articles; the fee is £995, fixed, with delivery in five working days.

Who this is for

Owners in England and Wales of online shops, marketplace sellers, subscription businesses and direct-to-consumer brands operating through a company with more than one shareholder.

What matters in an e-commerce shareholders' agreement

The brand, the domain and the platform accounts

The agreement should state that the brand, the trade marks (registered in the company's name under the Trade Marks Act 1994), the domain names, the website, the product designs, the content and the social media accounts belong to the company, with an assignment under section 90 of the Copyright, Designs and Patents Act 1988 of anything an owner created before incorporation or holds personally, and should require every account (domain registrar, platforms, payment processors, advertising, email) to be in the company's name with the owners' access recorded; a brand whose domain is registered to a founder personally is a brand the founder can take.

Operating and funding roles

The agreement should record who runs the business (product, marketing, operations, customer service) and who provides the capital, the reserved matters (stock purchases above a limit, borrowing, new product lines or markets, pay above a stated level, a sale), and how each is paid: a salary for working under a service agreement and dividends for owning under a policy within section 830 of the Companies Act 2006, with the investor's capital treated as equity or as a shareholder loan on stated terms, which decides whether it is repaid before profits are shared.

Stock, suppliers and the cash tied up in both

E-commerce ties its cash up in stock bought months before it sells, and the agreement should set the financial controls (purchase orders above a limit approved by the owners, monthly stock and cash reporting, the retention kept for the next buying season), the owners' agreement on supplier terms and personal guarantees for supplier credit, product safety and compliance responsibilities under the General Product Safety Regulations 2005 and the sector rules for the products, and the consumer terms the company trades on under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which should be matters the owners approve.

Platform accounts, data and who holds the keys

Marketplace and advertising accounts can be suspended, and the owners should agree who manages each, that credentials are held in the company's password vault with more than one owner able to access them, that two-factor devices are not one owner's phone alone, and that the customer data is the company's under the UK GDPR with the company as controller and a privacy notice in its name; an owner who leaves holding the only login to the marketplace account holds the business, and the agreement should prevent that position arising.

Departures and the brand

The agreement, with matching articles, should require an owner who leaves to transfer their shares at a stated valuation (stock at cost or market, the brand by a formula or an accountant's determination), with good and bad leaver terms and payment over time, to hand over all accounts and access, and to observe a non-solicitation and a limited non-compete that stops the leaver launching a competing brand in the same category for a period; the founder whose face is the brand should have their image and name licensed to the company for a period after departure so that the business can transition.

Scaling, investment and sale

Growth means investment, and the agreement should say how the owners will approach a round (the reserved matters, pre-emption under section 561 of the Companies Act 2006, the dilution they will accept), provide drag-along and tag-along for a sale, and record that the brand, the data and the accounts are what a buyer pays for, so that they must be in the company's name when the time comes; the note on the articles says what must go into them, since only the articles bind every shareholder 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 marketplace account is in my co-founder's name. Is that a problem?

It is the business in someone else's name. The agreement requires every account to be in the company's name with shared access, and the transfer of the account is one of the first things to do after signing.

I funded the stock. Is that a loan or equity?

What the agreement says: a shareholder loan repaid on stated terms before profits are shared, or equity that shares in the upside. The choice affects your return and the other owner's, and the briefing session is where it is made.

Can we stop a departing founder launching a rival brand?

For a period and in the same category, with a non-compete a court will accept, and with a non-solicitation of suppliers and customers. The leaver's shares are bought at a valuation that reflects the brand staying with the company.

Related guidance and services

• Shareholders agreement, £995, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Shareholders agreement for a software company

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.