Shareholders’ Agreement Generator (Startups)
Founders and investors agree vesting, board seats, transfers and exits, in writing.
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For general information only, not legal advice. Templates are generic starting points — have a qualified lawyer review anything you rely on.
About the Shareholders’ Agreement Generator (Startups)
A shareholders’ agreement is the contract between a company’s owners — and the company — about how it is run and what happens to the shares: who sits on the board, which decisions need the investors’ or a large majority’s consent, how founders’ shares vest, who may sell to whom, and how a deadlock or an exit is handled.
Choose the law the company is incorporated under — India, England and Wales, Singapore or Delaware — and the agreement uses that law’s terms: equity shares and the Articles of Association, ordinary shares and Companies House, the Constitution and ACRA, or common stock with a joinder. Enter the company and its holders, or import the cap table from the Equity Dilution Calculator, then set founder vesting with a cliff, good and bad leavers, board seats, reserved matters, a right of first refusal, tag-along, drag-along, pre-emption, information rights, the restrictions after a founder leaves (kept within what Indian law allows), deadlock and disputes. Schedules hold the cap table (issued and fully diluted), the reserved matters, a term summary and a deed of adherence for new holders. The free preview shows every page with your details and the first part of the wording; a Premium pass unlocks the full agreement to download, copy or print.
How to use it
- Choose the law of the place where the company is incorporated, and enter the company’s registered name, number and office, and the nominal value of its shares.
- Add each holder with their role and shares — founders, investors, other shareholders, and the option pool (listed in the cap table but not a party) — or import the cap table from the Equity Dilution Calculator.
- Set founder vesting, the board and the reserved matters, then the transfer rules: lock-in, right of first refusal, tag-along, drag-along and pre-emption.
- Choose the information rights, the restrictions after a founder leaves, the deadlock route and how disputes are decided.
- Read the Checks — they say what to mirror in the articles or constitution and what each law adds. With a Premium pass, download the DOCX or PDF for every party to sign; without one, the preview shows the pages marked.
Examples
Nimbus Health Technologies Private Limited · Ananya Rao 4,50,000 and Vikram Shetty 3,50,000 equity shares · Banyan Seed Fund I 1,50,000 · option pool 50,000
Schedule 1: 47.37%, 36.84% and 15.79% of the issued shares (45%, 35%, 15% and 5% fully diluted). Vesting 25% after 12 months, then monthly over the next 36 months; reserved matters need holders of 75%; Deed of Adherence in Schedule 4; check: mirror the rights in the Articles of Association.
Law: Delaware · common stock, par value $0.00001
A Stockholders’ Agreement with the share-certificate legend that makes the transfer restrictions enforceable under § 202, a Joinder Agreement for new holders, US spelling and dates, and a reminder that each founder has 30 days to make an 83(b) election.
The Equity Dilution Calculator’s CSV, pasted into Import a cap table
The holders and their shares after the Series A replace the list; option pools are listed in the cap table but do not sign; names you had already filled in keep their addresses.
Common uses
- Co-founders putting vesting, roles and exit terms in writing before they raise money.
- A seed or angel investor and the founders agreeing board seats, consent rights and information rights.
- A start-up with shareholders in several countries choosing the law of the place where it is incorporated.
- Founders preparing a term summary and cap table to discuss with their lawyer or investors.
Why the articles matter as well
A shareholders’ agreement binds the people who sign it. The company’s constitution binds the company and every member, present and future — so the rights that must hold against everyone (transfer restrictions, pre-emption, board appointments, reserved matters) also belong in the articles:
- India: the articles bind the company and its members, the Companies Act prevails over the articles and any agreement, and the articles are altered by special resolution; a private company can entrench provisions with all members’ agreement (Companies Act, 2013, ss.5, 6, 10 and 14). Investors usually ask for the articles to be amended to mirror the agreement.
- England and Wales: the articles bind the company and its members (s.33) and change by special resolution (s.21); a unanimous shareholders’ agreement that does what only a special resolution could do becomes part of the constitution and must reach Companies House within 15 days (ss.29–30). Shareholders can still remove a director by ordinary resolution whatever an agreement says (s.168).
- Singapore: a company changes its constitution by special resolution and files a Notice of Resolution with ACRA (ACRA: company constitution).
- Delaware: written, signed voting agreements between stockholders are enforceable (8 Del. C. § 218(c)); the corporation itself may agree to need stockholder consent for actions, unless that is contrary to the certificate of incorporation (§ 122(18)); transfer restrictions bind a holder only if noted conspicuously on the certificate or known to them (§ 202); and there are no pre-emptive rights unless the certificate grants them (§ 102(b)(3)).
What the agreement covers
- Board: its size and quorum, the directors each founder (above a shareholding) and the investors may appoint, and an optional casting vote for the chair.
- Reserved matters: up to fourteen decisions — changing the constitution, issuing shares, dividends, selling the business, borrowing, related-party deals, the budget, the option scheme, senior hires and winding up — that need holders of 75%, an investor majority or everyone.
- Founder vesting: reverse vesting over a period with a cliff, monthly or quarterly, with single- or double-trigger acceleration on a sale; a founder who leaves sells the unvested shares at the lower of cost and nominal value, and a bad leaver can also be made to sell vested shares, at the lower of cost and fair value.
- Transfers: a founder lock-in, a right of first refusal, tag-along when a buyer would take control and drag-along when holders of a set majority accept an offer for the whole company; pre-emption on new shares.
- Information, restrictions and exits: monthly accounts, audited accounts and the budget; confidentiality, non-compete and non-solicitation; escalation and mediation of deadlocks, then a buy-sell notice, a sale or a winding up if you choose; an exit target; arbitration or the courts.
Non-competes that hold up
Restrictions on a founder after leaving must protect a real business interest and go no further than needed. In India, an agreement that restrains anyone from carrying on a lawful profession, trade or business is void to that extent, except a seller of goodwill’s reasonable promise (Indian Contract Act 1872, s.27), so the agreement keeps the non-compete to the time a founder holds shares or works for the company and relies on confidentiality and non-solicitation afterwards. In England and Wales, Singapore and Delaware, courts look at whether the length, area and scope are reasonable, and may refuse to enforce a restriction that goes too far — shorter is safer.
Importing the cap table
Model the rounds in the Equity Dilution Calculator, then Download CSV or Copy cap tables there and open or paste the result under Import a cap table. The shares after the last round fill the holders; option pools are marked as pools, which appear in the fully diluted column but do not sign, and names that look like funds or companies are entered as entities. Check every role, name and address before you generate the agreement: the calculator knows the numbers, not who the people are.
Limitations
- A template for founders and early investors, not legal or tax advice. A priced funding round usually comes with the lead investor’s own documents; regulated businesses, listed companies and cross-border investment need a lawyer.
- Share class rights — liquidation preferences, anti-dilution, conversion and redemption — are not drafted: they belong in the articles or the certificate of incorporation.
- Only these four laws are covered; for a company incorporated elsewhere, a local lawyer should adapt the agreement.
- In India the agreement must be stamped under the stamp law of the State where it is signed, and foreign shareholders bring the foreign-exchange rules into play; neither is worked out here.
- The PDF is A4-sized; on US Letter paper, print with “fit to page” or download the DOCX and change the page size.
Privacy
Everything happens in your browser. Names, addresses, share numbers and any cap table you paste or open are not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.
Frequently asked questions
What do I get without a pass?
Without a pass, Shareholders’ Agreement Generator (Startups) shows every page with your details, the first part of the wording readable and the rest hidden, marked “MySmartCoPilot preview · not for use”. Until you unlock it, the result can’t be downloaded, copied or printed. A Premium pass, a one-time payment that never renews, unlocks the full result. The pricing page lists the passes and their prices.
Do we need a shareholders’ agreement if we have articles?
Usually, yes. Standard articles say little about vesting, leavers, investor consent or exits, and the articles are usually on the public register; the agreement adds those terms privately. Rights that must bind future shareholders and the company itself should be mirrored in the articles too.
What is reverse vesting?
The founders own their shares from day one, but a founder who leaves early must sell back the part that has not vested yet. With a four-year period and a one-year cliff, 25% vests after the first year and the rest monthly over the next three, so a co-founder who leaves after six months does not walk away with half the company.
What is the difference between a good leaver and a bad leaver?
Every founder who leaves sells back the unvested shares, at the lower of cost and nominal value. A good leaver — someone who dies, becomes permanently incapacitated or ill, or is let go other than for cause, or whom the board treats as one — keeps the vested shares. A bad leaver — anyone else, including someone who resigns, is dismissed for cause or breaks the restrictions — can be made to sell vested shares too, at the lower of cost and fair value, if you choose that option.
What are tag-along and drag-along rights?
Tag-along protects minority holders: if someone is about to buy control, everyone else may sell on the same terms. Drag-along protects a sale: once holders of the agreed majority accept an offer for the whole company, the rest must sell on the same terms, so one small holder cannot block an exit.
How do new shareholders join the agreement?
Anyone who receives shares — a new investor, an employee exercising options, a buyer — signs the deed of adherence in Schedule 4 (a joinder agreement in Delaware) and is then bound as if they had signed the original. The agreement makes this a condition of every issue and transfer.
Can the company be a party?
Yes, and it is: the company promises to follow the reserved matters and the information rights. Under English law a company cannot validly promise not to use its statutory powers, such as changing its articles, so the agreement keeps those promises as the shareholders’ own voting undertakings.