Shareholders agreement for a husband and wife company

A company owned by a married couple is the arrangement least likely to have a shareholders' agreement and the one where the absence hurts most, because the shareholders' relationship can end in a way a court decides and the company is then an asset to be divided. The agreement cannot stop a divorce court dealing with the shares, but it can set the value, the roles, the dividends and the process while the couple can still agree them, and it deals with death and with bringing in children or a buyer. I draft that agreement for both spouses 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.

Who this is for

Married couples and civil partners in England and Wales who own a company together, whether both work in it or one does and the other holds shares, who want the business protected from what may happen to the marriage and the marriage protected from the business.

What matters in a married couple's shareholders' agreement

Why a couple's company needs an agreement

A couple who own a company fifty-fifty or in any other split are shareholders with the same rights and the same deadlock as any other two, with the difference that the law of family breakdown sits alongside company law; an agreement made while the couple agree records the roles, the value and the exits in terms a court and the couple's advisers can work with, and gives the business a chance of surviving a separation rather than being sold or paralysed by it. It is also what a lender, an investor or a buyer will ask for.

Roles, decisions and the business as a job for one or both

The agreement should say who works in the business and in what role, whether the other spouse holds shares as an owner only, who is a director, which decisions need both spouses (the reserved matters), how the working spouse runs the business day to day, and what happens to a shareholder spouse's shares and role if they stop working in the business; a spouse who holds half the shares and no role has the voting power of a founder, and the agreement should say how it is to be used.

Dividends, salaries and the tax the accountant watches

Couples often split ownership so that both receive dividends, and the agreement should set the dividend policy and the salaries by reference to the accountant's advice on the tax position, which the accountant owns and which can change; the agreement should not try to fix the split for tax reasons it cannot control, and should say that the share structure and the dividends are reviewed with the accountant. Both spouses should understand that dividends are a return on shares and not pay, and that a change in the holdings changes them.

Separation and divorce and what the agreement can and cannot do

On divorce the court considers all the parties' resources under section 25 of the Matrimonial Causes Act 1973, including the company and each spouse's shares, and can order a transfer of shares, a sale or a payment reflecting their value; the agreement cannot exclude that jurisdiction and should not pretend to, but it can provide for valuation on a stated basis, for the working spouse to have the first right to buy the other's shares at that value over a stated period, for the business to continue under the working spouse's control while the court process runs, and for the couple to use the agreement's process as their starting point, which a court will take into account. The agreement should be consistent with any pre- or post-nuptial agreement the couple have, and the family lawyer should see it.

Death and the surviving spouse

On death the shares pass under the deceased's will, often to the surviving spouse, and the agreement should say what the survivor does with them: continue the business, appoint a manager, or sell, with the valuation and process stated and life cover considered to fund a purchase where the shares would pass elsewhere; where there are children from an earlier relationship or other beneficiaries, the agreement should provide for the company or the survivor to buy their shares at the stated value so that the business is not owned by people who were not part of it.

Bringing in children, staff or a buyer

The agreement should say how the couple will bring in a child, a key employee or an investor as a shareholder (the reserved matters, pre-emption under section 561 of the Companies Act 2006, the shares or options used, vesting for an employee), and how a sale is approached, so that the decision is the couple's together and the agreement is amended rather than ignored when it happens; it should also address restrictive covenants, confidentiality and the relationship with the articles under section 33, with the note on the articles saying what, if anything, needs to change.

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

Can the agreement protect the company if we divorce?

It cannot stop the court dealing with the shares, but it can set the valuation, give the working spouse the first right to buy, and keep the business running while the process goes on. A court will take the agreement into account, and your family lawyer should see it.

My spouse holds half the shares but does not work in the business. Is that a problem?

Only if the roles and the decisions are not written down. The agreement says who runs the business, which decisions need both of you, and what the non-working spouse's shares are for, so that neither of you is surprised.

Should we have different classes of shares for tax?

That is your accountant's call, and the agreement is drafted to accommodate what they recommend. I record the structure; I do not design it for tax.

Related guidance and services

• Shareholders agreement, £995, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Shareholders agreement for a family company
• Shareholders agreement for two founders with equal shares

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.