Getting an AI-drafted shareholders agreement checked

A shareholders' agreement produced with an AI drafting tool is likely to be built on a US model: references to bylaws, a board of directors elected by stockholders, an LLC operating agreement's capital accounts, and vesting schedules on a US pattern. An English private company has articles of association, a Companies Act 2006 that decides how resolutions are passed and directors removed, and a register at Companies House that the agreement has to work with. I review the agreement against the Act and the company's articles, which I obtain from Companies House, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Founders and shareholders of private companies in England and Wales who have drafted a shareholders' agreement using an AI tool, for a new company, a company taking in a co-founder or investor, or a family company, and want it checked and corrected before it is signed. The review is of the client's own document and includes reading it against the company's filed articles.

What the review checks in an AI-drafted shareholders agreement

The US corporate concepts and the English structure

An AI draft may refer to bylaws, stockholders, a board elected annually, an operating agreement or membership interests, and to a company 'organised under the laws of' a state. An English private company is governed by its articles, which are its constitution under the Companies Act 2006 and bind the company and every member under section 33, and by the Act itself. The review replaces the US structure with the English one: the articles, the Companies (Model Articles) Regulations 2008 where they apply, ordinary and special resolutions, and the registers the company must keep.

The fit with the articles

A shareholders' agreement is a private contract between the shareholders and the company; the articles are public and prevail in dealings with the company, and they are changed only by special resolution under section 21 of the Companies Act 2006, needing a majority of at least 75% under section 283. An AI draft may contain transfer restrictions, pre-emption rights and drag along provisions that contradict the articles or that need to be in the articles to bind a transferee. The review reads the two together, obtains the filed articles from Companies House, and advises which provisions need matching amendments to the articles.

Share transfers, pre-emption, drag and tag, and leavers

The review checks the transfer provisions: the statutory pre-emption right on new share issues under section 561 of the Companies Act 2006 and its disapplication, pre-emption on transfers, which comes from the articles or the agreement, drag along and tag along thresholds, good and bad leaver definitions and the valuation on each, and vesting, which an AI draft may set on a US schedule without the English mechanics of a compulsory transfer. It checks that transfers are effected by stock transfer form under the Stock Transfer Act 1963 and registered under section 771, and that the register of members and the confirmation statement are kept up to date.

Directors, decisions, reserved matters and deadlock

Directors can be removed by ordinary resolution under section 168 of the Companies Act 2006 whatever the agreement says, so a shareholder's right to appoint a director needs a contractual promise or weighted voting to protect it. The review checks the board composition, quorum and casting vote provisions, the reserved matters that need shareholder consent and the majority for each, information rights, and the deadlock procedure for a company with equal shareholders, and adds a buy-sell or valuation mechanism where the draft has none. A minority shareholder's remedy for unfair prejudice under section 994 remains available as a backstop.

Dividends, funding, restrictive covenants and confidentiality

The review checks the dividend policy, the shareholders' obligations to fund the company or guarantee its borrowing, and the restrictive covenants on shareholders who leave, which must protect a legitimate interest and go no further than reasonable, applying Tillman v Egon Zehnder Ltd [2019] UKSC 32 on severance, and can be wider for a shareholder selling goodwill than for an employee. It drafts the confidentiality clause to the standard of the Trade Secrets (Enforcement, etc.) Regulations 2018 and checks any option scheme the draft describes against the requirements of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 for tax-advantaged options.

Execution, the company as a party and the documents that go with it

The agreement should be signed by every shareholder and by the company, with the company's execution complying with section 44 of the Companies Act 2006, and if it is to be a deed, with section 1 of the Law of Property (Miscellaneous Provisions) Act 1989. The review checks the execution blocks, the new shareholder deed of adherence, the board minutes and resolutions needed to adopt any change to the articles, and the filings at Companies House, so that the agreement and the public record match. Interest on sums due between the parties runs under the Late Payment of Commercial Debts (Interest) Act 1998 where they are commercial debts.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract 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

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement refers to bylaws and stockholders. Does it work for a UK company?

Not as drafted: an English company has articles, members and resolutions under the Companies Act 2006, and the draft's provisions need to be rebuilt on that structure. The review replaces the US concepts and reads the agreement against your filed articles.

Do we need to change the articles as well?

Where the agreement's transfer restrictions, pre-emption rights or drag along provisions need to bind future shareholders, yes, because a transferee is bound by the articles and not by a contract it did not sign. The review identifies which provisions need matching amendments and the special resolution to adopt them.

The draft has a four-year vesting schedule with a cliff. Is that right for the UK?

Vesting can be used in an English company, but it works through good and bad leaver provisions and compulsory transfer mechanics rather than a US grant schedule. The review restates the vesting as leaver provisions that the articles and the agreement can enforce.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Shareholders agreement, £995
• Getting an AI-drafted partnership agreement checked
• Getting an AI-drafted joint venture agreement checked

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