Shareholders agreement for a gym or fitness studio

Gyms and studios are built on a lease, a pile of financed equipment and a membership base that pays monthly, and are usually owned by a trainer who runs the floor and an investor who funded the fit-out. The agreement has to divide those roles, record who signed for the lease and the equipment, protect the membership and its cash, deal with an owner's personal training clients and with departures that affect the membership, and set the route to a second site or a sale. For a fixed fee of £995, delivered in five working days, I draft the agreement for the owners jointly, beginning with a briefing session and ending with a note on how the articles need to work with it.

Who this is for

Owners in England and Wales of gyms, boutique studios, yoga and pilates studios, climbing walls, boxing clubs and other fitness businesses operating through a company with more than one shareholder.

What matters in a gym or studio shareholders' agreement

Training and investing roles

The agreement should record who runs the business (the operator, with authority over programming, staff, instructors and members), what each owner contributed, the reserved matters that need both or a stated majority (borrowing, equipment finance above a limit, a second site, pay above a stated level, a sale), and how each is paid: a salary for working under a service agreement, dividends for owning under a policy within section 830 of the Companies Act 2006; a trainer-owner who is paid only by dividends is unpaid in a bad month, and an investor who is paid only when the operator decides is unpaid for ever.

The premises, the equipment and the finance behind them

The agreement should record the lease and who guaranteed it, the equipment finance agreements and who guaranteed them, the owners' obligations to indemnify a guarantor beyond their share and to procure release on a sale of shares, and the company's obligations as occupier under the Occupiers' Liability Act 1957 and for the maintenance of equipment under the Provision and Use of Work Equipment Regulations 1998, which the operator manages but the company and its directors carry; a studio whose equipment is financed in one owner's name is a studio that owner can close.

Members, subscriptions and the cash the business depends on

Membership income is recurring and regulated: the terms members sign must comply with the Consumer Rights Act 2015 and the subscription rules under Part 4 of the Digital Markets, Competition and Consumers Act 2024, and the agreement should make the member terms, the pricing and any change to them matters the owners decide together; it should set the financial controls (banking, authorisation limits, monthly accounts), the dividend policy, and the retention the business keeps for rent and equipment payments, with the direct debit arrangements in the company's name rather than an owner's.

Instructors, trainers and the owner's own clients

Gyms engage freelance instructors and personal trainers, and the agreement should say that the member relationship is the company's, that an owner who trains clients does so for the company or under a licence the agreement states, that the company's instructor and trainer agreements are approved by the owners, and that an owner's personal training income is the company's unless the agreement allocates it; an owner who builds a private client base inside the company's gym has built a business the agreement should have decided the ownership of.

Departures and the members affected

The agreement, with matching articles, should require an owner who ceases to work in the business to offer their shares at a stated valuation with good and bad leaver terms and payment over time, should impose a non-solicitation of members and staff for a reasonable period as a shareholder covenant, and should treat an owner who opens a studio nearby and takes the members as a bad leaver; the non-compete should be limited to a radius and a period a court will accept, because a trainer's livelihood is training, and the valuation should take account of revenue the leaver takes with them.

Expansion, franchising and sale

A second site, a franchise of the format, a licence of the brand or a sale should be reserved matters, with the agreement providing drag-along and tag-along, the owners' agreement on an earn-out, and the IP in the brand, the programmes and the content assigned to the company under the Copyright, Designs and Patents Act 1988 and the Trade Marks Act 1994 so that there is something to sell; the transfer provisions need to sit in the articles, which bind each shareholder under section 33 of the Companies Act 2006, and the note on the articles sets them out, and the agreement should be revisited when the business grows beyond its first site.

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

My partner signed the equipment finance personally. What does the agreement do?

It records the guarantee, requires the company and the other owner to indemnify the guarantor beyond their share, and provides for release or replacement on a sale of shares. The finance company's consent is needed to release; the agreement obliges everyone to seek it.

I train my own clients in our gym. Is that income mine?

What the agreement says. Most agreements make it the company's, with the trainer-owner paid a salary and dividends; some allocate personal training income under a licence. The point is to decide it.

Can we stop a departing owner opening a studio down the road?

With a non-compete limited to a radius and a period a court will accept, and a non-solicitation of members, given as a shareholder, yes. The leaver valuation also reflects members who follow.

Related guidance and services

• Shareholders agreement, £995, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Shareholders agreement for a restaurant or bar
• Shareholders agreement for a salon

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.