Shareholders agreement

I draft shareholders agreements for UK companies for a fixed fee of £2,750 to £4,500 plus VAT, and a full founders pack for £6,500 plus VAT. I am Geoffrey Caesar, a solicitor of England and Wales admitted in 2008, based in London and acting for businesses across England and Wales.

Every shareholder dispute I have seen had the same root cause. Two or more capable people started a business together, were entirely aligned, and saw no reason to spend money writing down what would happen if that changed. Then it changed. One of them wanted out, or stopped working, or wanted to sell, or died, or simply fell out with the other.

At that point the only documents are the articles of association, which are a generic off-the-shelf set that nobody read, and the company is deadlocked. A shareholders agreement is inexpensive insurance against the single most expensive thing that can happen to a small company.

What it costs

• Two shareholders, £2,750 plus VAT. A straightforward agreement between two founders. Fifteen working days.
• Three or more shareholders, or investors involved, £4,500 plus VAT. Multiple share classes, investor protections, more complex governance.
• Founders pack, £6,500 plus VAT. The agreement, the interface with your articles, and IP assignments. Twenty working days.

Larger pieces of work like the founders pack can be split into milestone payments if that suits your cash flow better.

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
• Filing at Companies House
• Resolving a dispute that has already started

How long it takes

Fifteen working days from the briefing session for a standard agreement, twenty for the founders pack. In practice the limiting factor is not me, it is how long the shareholders take to agree the answers.

How to instruct me

1. Email me. Send any relevant documents, or three or four lines describing the situation and your deadline. You do not need to prepare a brief.
2. I confirm the scope, the price and the timetable. In writing, usually the same working day, and if a short call would help I will offer one at no charge. I then invoice you, and the work starts once the invoice is paid. Larger pieces of work can be split into milestone payments if that suits you better.
3. I deliver on the agreed date. With a call or a follow-up exchange included, so you are not paying again to understand the advice.

Why instruct me directly

A law firm has premises, partners, support staff, marketing and a compliance department, and every hour it bills has to carry a share of all of it. I have none of that. You are paying for the lawyer and nothing else.

• Senior attention as standard. The person who reads your contract is the person you emailed. Nothing is delegated to a trainee.
• In-house and private practice experience. I know what a clause does to a business six months later, not just what it says.
• No onboarding process. Email, scope, fixed price, invoice, work. There is no client portal to register with and no forms to complete.
• Better value for the same expertise. Without a firm's overheads, senior time costs less, which is why fixed fees at this level are possible at all.
• Fixed prices, published. You know the number before you commit. I publish them because cost uncertainty is the main reason businesses do not take advice they need.

Who this is for

• You are about to take on a co-founder, an investor or a key employee with equity
• You already have two or more shareholders and nothing in writing beyond the articles
• You own fifty per cent each and have never thought about what happens if you disagree
• You are preparing for investment or a sale and know this will be asked for

Questions I am often asked

How much does a shareholders agreement cost?

£2,750 plus VAT for two shareholders and £4,500 plus VAT where there are three or more shareholders or investors involved. A founders pack, which adds the articles interface and IP assignments, is £6,500 plus VAT.

The fee is fixed in writing before work starts and larger pieces can be paid in milestones.

What does a shareholders agreement actually decide?

Who makes which decisions and which ones need everybody to agree. What happens when a shareholder wants to sell, and who gets first refusal. What happens when a shareholder stops working in the business. Good leaver and bad leaver treatment and how shares are valued. Whether a majority can force a minority to sell, and whether a minority can insist on joining a sale. Dividend policy. What happens on death or long-term illness. And what a departing shareholder may and may not do next.

We are two friends starting out. Is this overkill?

It is precisely the situation the document exists for. The cost of a shareholders agreement is a fraction of the cost of one week of a shareholder dispute, and in my experience businesses started by friends are the most likely to need one and the least likely to have one.

We own fifty per cent each. Does that matter?

It is the single most common and most avoidable structural mistake in small UK companies. If you disagree, the company cannot act. There is no casting vote, no mechanism and no way out short of the court. A shareholders agreement can build in a deadlock resolution procedure before you ever need it.

Can you act for all of us at once?

Usually yes, on the basis that I am advising you jointly on a document you all want to reach agreement on, with everyone told the same things at the same time. If a genuine conflict emerges I will say so and stop.

Do we need to change our articles as well?

Often, yes. Some provisions only work if they sit in the articles, and some only bind the shareholders if they sit in the agreement. The note explains which is which for your situation, and the founders pack deals with both.

What about intellectual property created before we incorporated?

This is the quiet disaster in a lot of early-stage companies. Work created by founders before incorporation, or by contractors afterwards, frequently does not belong to the company at all. It surfaces during the first investment round or the first sale, at the worst possible moment. The founders pack deals with it.

About me

I am Geoffrey Caesar. I have worked on commercial contracts since 2001, first in industry and then in private practice, so I have sat on both sides of the table: as the in-house lawyer who has to live with the contract, and as the external adviser who drafts it.

• Solicitor of England and Wales, admitted 2008. SRA ID 483394.
• Practising as an SRA-regulated freelance solicitor under regulation 10.2(b) of the SRA Authorisation of Individuals Regulations. Practice SRA number 666497.
• Regulated by the Solicitors Regulation Authority and authorised to provide all legal services, including reserved legal activities.
• Called to the Bar by Gray's Inn in 2005.
• Working on commercial contracts since 2001, in-house and in private practice.
• Based in London, acting for businesses across England and Wales.
• Professional indemnity insurance in place with a limit of £1,000,000 for each claim, with defence costs in addition. Details on request.
• I do not hold client money.

Two things you should know about instructing a freelance solicitor rather than a law firm. My professional indemnity insurance is not on the SRA's minimum terms and conditions; alternative arrangements are in place instead, and I will give you the details on request. And you can still apply to the SRA Compensation Fund for losses caused by dishonesty or a failure to account for money. Everything else, including the Code of Conduct, the SRA Principles and the Legal Ombudsman, applies to me exactly as it applies to any other solicitor.

Related services

• Consultancy and contractor agreements, £750 plus VAT
• Legal health check, £1,500 plus VAT, before an investment or sale
• For accountants and advisers

Last reviewed: September 2026. Email geoffrey@caesar.co.uk.