Shareholders agreement
Agree it now, while you still like each other
Email meI draft shareholders agreements for UK companies for a fixed fee of £995, delivered in five working days. I am Geoffrey Caesar, a solicitor of England and Wales admitted in 2008, 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
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.
The fee is the same whether there are two shareholders or five. Where investors are coming in on their own terms, or you need amended articles and IP assignments alongside the agreement, tell me and I will quote a fixed fee for the additional documents.
Email me at geoffrey@caesar.co.uk with what you need and any documents, and I will confirm the scope and the fee in writing, usually the same working day.
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
- Advice on a shareholder dispute that has already started, which I quote separately
How long it takes
Five working days from the briefing session. In practice the limiting factor is not me, it is how long the shareholders take to agree the answers.
How to instruct me
- Email me. Send me what you need, with any documents, in whatever format you have them.
- I confirm the scope and the fee. Usually the same working day, in writing. If a call would help before you decide, I will offer one at no charge. Once you confirm, I complete my checks and send my invoice.
- I start work as soon as payment is received. I will be in touch if I need anything further, and I deliver on the stated turnaround, counted from the day I have everything I need.
Why instruct me directly
You deal with one senior lawyer from first email to final document. The work is done personally, the contact is direct, and the price is published before you ever get in touch.
- Senior attention as standard. I handle your matter throughout. 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.
- Onboarding that takes one email. Email me, send the documents, get the work. There is no client portal to register with; the checks I need to run happen quickly in the background.
- Stated turnarounds, met. Most work is delivered in three to five working days, stated up front, and priority turnaround is there when the clock is against you.
- 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?
£995, delivered in five working days, however many shareholders there are. Amended articles and IP assignments, where you need them, are quoted separately as fixed fees.
What does a shareholders agreement 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 I can quote for the amended articles if they are needed.
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. I will flag it in the note, and IP assignments can be added as a fixed-fee extra.
What if questions come up afterwards?
They usually do, often months later: a founder wants to leave, an investor appears, or somebody asks what a clause means in practice. If it is a point on the document I have just delivered, ask, and I will tell you whether it falls within the fee. For anything new, email me and I will tell you which fixed-fee service fits, or quote a fixed fee if none does.
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.
- 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.
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Last reviewed: October 2026. Email geoffrey@caesar.co.uk.