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Shareholders Agreement Template

A shareholders agreement is a private contract that governs the relationship between the shareholders of a company. Use our free Australian template to set out board composition, reserved matters, share transfer controls, deadlock mechanisms, and exit rights — tailored to private companies under the Corporations Act 2001 (Cth).

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SHAREHOLDERS AGREEMENT
State Of New South Wales, Australia
COMPANY
COMPANY NAMEHarbour Digital Pty Ltd
REGISTERED ADDRESSLevel 10, 1 Martin Place, Sydney NSW 2000
ACN123 456 789
ABN12 345 678 901
INCORPORATED UNDERCorporations Act 2001 (Cth)
SHAREHOLDER 1
Sarah J. Mitchell
Level 8, 1 Chifley Square, Sydney NSW 2000
SHAREHOLDER 2
James T. O'Brien
200 Collins Street, Melbourne VIC 3000
SHAREHOLDER 3
Emma L. Watson
45 Edward Street, Brisbane QLD 4000
Effective: 25 April 2026
Total Shares: 1,000 · ACN: 123 456 789
This Shareholders Agreement (this "Agreement") is entered into as of 25 April 2026 by and among Harbour Digital Pty Ltd (ACN 123 456 789) (the "Company"), Sarah J. Mitchell ("Shareholder 1"), James T. O'Brien ("Shareholder 2"), and Emma L. Watson ("Shareholder 3"), collectively the "Shareholders". The parties agree as follows:
1.
SHARE STRUCTURE AND OWNERSHIP
The Company is incorporated under the Corporations Act 2001 (Cth) ss. 140–141. The Shareholders hold the following shares in the issued capital of the Company: Shareholder 1 holds 400 Ordinary shares representing approximately 40.0% of the issued shares (voting, one vote per share, s. 250E); Shareholder 2 holds 350 Ordinary shares representing approximately 35.0% (voting, one vote per share); and Shareholder 3 holds 250 Ordinary shares representing approximately 25.0% (voting, one vote per share). No further shares shall be issued without compliance with clause 8 of this Agreement.
2.
BOARD COMPOSITION AND DIRECTORS
The board of directors of the Company shall consist of 3 director(s). Shareholder 1 shall be entitled to appoint and remove 2 director(s) and Shareholder 2 shall be entitled to appoint and remove 1 director(s), in each case by written notice to the Company. Directors shall be appointed and removed in accordance with the Company's constitution and Corporations Act 2001 s. 203C (replaceable rule). The board shall act in accordance with the powers conferred under the Corporations Act 2001 s. 198A. A quorum for board meetings shall require the presence (including by telephone or videoconference) of at least one director appointed by each Shareholder.
3.
VOTING RIGHTS AND SHAREHOLDER MEETINGS
Each Shareholder holding voting shares shall have one vote per share at general meetings of the Company, in accordance with Corporations Act 2001 s. 250E. Ordinary resolutions shall be passed by a simple majority of votes cast. Special resolutions (as defined in Corporations Act 2001 s. 9) shall require a 75% majority of votes cast. Shareholder meetings shall be called and conducted in accordance with the Company's constitution and the relevant provisions of the Corporations Act 2001.
4.
RESERVED MATTERS (SUPERMAJORITY)
The following matters shall require the prior written approval of Shareholders holding at least 75% of the total issued voting shares (or such other supermajority as may be specified), in addition to any requirements of the Corporations Act 2001: (a) any amendment to the Company's constitution; (b) any issue of new shares or grant of options over shares (s. 254A); (c) any variation of class rights (s. 246B); (d) any acquisition or disposal of assets exceeding 10,000.00 AUD; (e) any incurrence of debt exceeding 50,000.00 AUD; (f) any material change to the nature of the Company's business; (g) appointment or removal of the CEO or CFO; (h) entry into any related-party transaction; (i) any merger, demerger, or joint venture; or (j) any distribution or dividend payment. These reserved matters shall not be undertaken without the requisite Shareholder approval, regardless of any board resolution to the contrary.
5.
DIVIDEND POLICY
Dividends shall be declared and paid at the discretion of the board, subject to the solvency requirements of Corporations Act 2001 s. 254T. Dividends on shares of the same class shall be paid in proportion to the number of shares held. No dividend shall be paid unless the Company is solvent and able to pay all its debts as they fall due. Dividends shall be declared in accordance with the Corporations Act 2001 s. 254T and any applicable ASIC regulatory guidance.
6.
TRANSFER RESTRICTIONS — RIGHT OF FIRST REFUSAL
No Shareholder shall transfer, sell, assign, pledge, charge, or otherwise dispose of any shares in the Company (a "Transfer") without first complying with this clause. The transferring Shareholder (the "Transferring Shareholder") shall deliver written notice (the "Transfer Notice") to the Company and each other Shareholder specifying: the number of shares proposed to be transferred; the proposed transfer price per share; and the proposed transferee. Each other Shareholder shall have twenty-one (21) days from receipt of the Transfer Notice (the "Offer Period") to elect, by written notice, to purchase all (but not part) of the offered shares at the stated price, pro rata to their respective shareholdings. If no Shareholder elects to purchase within the Offer Period, the Transferring Shareholder may Transfer the shares to the proposed transferee within forty-five (45) days on terms no more favourable than those stated in the Transfer Notice. Any purported Transfer in breach of this clause shall be void and of no effect.
7.
TAG-ALONG RIGHTS
If any Shareholder (the "Selling Shareholder") proposes to Transfer shares representing more than 25% of the total issued shares to a third party (after compliance with the Right of First Refusal), each other Shareholder (the "Tag-Along Shareholder") shall have the right to require the Selling Shareholder to procure that the proposed transferee acquires the Tag-Along Shareholder's shares on the same price per share and on the same terms and conditions. The Selling Shareholder shall provide written notice at least fifteen (15) business days prior to completion of such Transfer. If a Tag-Along Shareholder elects to participate, they must notify the Selling Shareholder within ten (10) business days.
8.
DRAG-ALONG RIGHTS
If Shareholders holding in aggregate more than 75% of the total issued voting shares (the "Dragging Shareholders") approve a bona fide arm's length sale of all or substantially all of the shares of the Company to a third-party purchaser, the Dragging Shareholders may require all other Shareholders (the "Dragged Shareholders") to sell their shares on the same price per share and terms and conditions as the Dragging Shareholders. The Dragging Shareholders shall provide at least twenty-one (21) days' written notice to the Dragged Shareholders prior to the completion of any such transaction. Each Dragged Shareholder shall take all steps reasonably required to complete the sale, including executing all necessary transfer documents.
9.
NEW SHARE ISSUANCE AND ANTI-DILUTION
Any new shares proposed to be issued by the Company pursuant to Corporations Act 2001 s. 254A shall first be offered to each existing Shareholder pro rata to their existing shareholding at the proposed issue price (the "Pre-Emptive Right"), by written notice specifying the number of shares, the price, and the offer period (not less than fifteen (15) business days). A Shareholder's failure to subscribe for their pro rata entitlement shall not affect the validity of the issue to other Shareholders or the proposed third-party subscriber. Any issue of shares without compliance with this clause, or at a price below fair market value, shall require the prior written approval of all Shareholders. The Shareholders acknowledge the variation of class rights provisions in Corporations Act 2001 s. 246B.
10.
DEADLOCK
A "Deadlock" occurs when: (a) the board is unable to pass a resolution on a matter requiring board approval after two (2) consecutive meetings convened for that purpose; or (b) the Shareholders are unable to pass a resolution on a Reserved Matter after two (2) attempts. In the event of a Deadlock, the Shareholders shall first attempt to resolve the matter by good faith negotiation for a period of thirty (30) days. If the Deadlock is not resolved, either Shareholder may by written notice invoke the dispute resolution mechanism in clause 12 of this Agreement. If the Deadlock remains unresolved after dispute resolution, any Shareholder may require the winding up of the Company in accordance with the Corporations Act 2001 s. 461(1)(k).
11.
DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall first be submitted to mediation before a mediator agreed by the parties (or, failing agreement within ten (10) business days, a mediator nominated by the Resolution Institute of Australia), in the State of New South Wales. If mediation does not resolve the dispute within forty-five (45) days of the appointment of the mediator, the dispute shall be finally resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in New South Wales, in accordance with the ACICA Arbitration Rules, by a single arbitrator. The arbitral award shall be final and binding.
12.
NON-COMPETITION AFTER EXIT
For a period of 1 year following the date on which a Shareholder ceases to hold shares in the Company, that former Shareholder shall not, directly or indirectly, carry on, be engaged in, own, manage, operate, or be a consultant to any business that competes directly with the principal business of the Company within the geographic area where the Company conducts business. Australian courts assess restraint of trade clauses under common law and the Competition and Consumer Act 2010 (Cth) Schedule 2, by reference to the reasonableness of the restriction's scope, duration, and geographic area. If any court or tribunal determines any part of this clause to be unenforceable, that part shall be modified to the minimum extent necessary to make it enforceable.
13.
GOVERNING LAW AND CORPORATIONS ACT
This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales and the laws of the Commonwealth of Australia, including the Corporations Act 2001 (Cth). To the extent of any inconsistency between this Agreement and the Company's constitution, or the replaceable rules in the Corporations Act 2001 ss. 140–141, the parties agree that the provisions of this Agreement shall prevail to the fullest extent permitted by law, and the Company's constitution shall be amended accordingly if required. All disputes not otherwise resolved shall be determined exclusively in the courts of the State of New South Wales.
14.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. Amendment: This Agreement may only be amended by written instrument signed by all parties. Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices: All notices shall be in writing and delivered personally, by registered post, or by email to the addresses set out herein. Electronic Execution: This Agreement may be executed in counterparts, including electronic counterparts, which are valid and binding under the Electronic Transactions Act 1999 (Cth) and applicable state legislation. Confidentiality: Each party shall keep the terms of this Agreement confidential and shall not disclose them to any third party without the prior written consent of all other parties, except as required by law or for the purposes of obtaining professional advice.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
COMPANY
Harbour Digital Pty Ltd
Date: ____________________
SHAREHOLDER 1
Sarah J. Mitchell
Date: ____________________
SHAREHOLDER 2
James T. O'Brien
Date: ____________________
SHAREHOLDER 3
Emma L. Watson
Date: ____________________

What Is a Shareholders Agreement?

In Australia, a shareholders agreement is a private contract between the shareholders of a company (and usually the company itself) that regulates the management and ownership of the company. It sits alongside the company's constitution and the Corporations Act 2001 (Cth), but is confidential, highly customisable, and can create contractual rights between shareholders that the constitution cannot.

Australian shareholders agreements address matters such as board composition and voting, reserved matters requiring supermajority or unanimous consent, pre-emptive rights on transfers of shares, drag-along and tag-along rights, leaver provisions, dividend policy, funding obligations, and exit mechanisms. They are essential for Australian companies with external investors, co-founders, or multiple shareholder classes.

Under the Corporations Act 2001 (Cth), directors owe duties to the company, not directly to shareholders, and the statutory oppression remedy under sections 232 to 234 provides protection against conduct that is oppressive or unfairly prejudicial to a shareholder. A well-drafted shareholders agreement supplements these statutory protections with tailored, contractually enforceable safeguards.

What's Covered in This Template

Our shareholders agreement template is designed for private proprietary companies and covers every essential governance matter.

Company and Shareholder Details

ACN, registered office, and particulars of all shareholders and their shareholdings.

Board Composition

Director appointment rights and quorum requirements.

Reserved Matters

List of decisions requiring supermajority or unanimous shareholder approval.

Funding and Dilution

Future capital calls, pre-emptive rights on new share issues, and anti-dilution protections.

Pre-Emptive Rights on Transfers

Right of first refusal when a shareholder wants to sell.

Drag-Along and Tag-Along Rights

Majority shareholder's right to drag minority and minority's right to tag onto a sale.

Leaver Provisions

Good leaver and bad leaver treatment of founder shares on exit.

Dividend Policy

Principles for declaring and paying dividends.

Deadlock Resolution

Escalation, mediation, Russian roulette, or shotgun clauses for board or shareholder deadlock.

Restraints and Non-Compete

Restraint clauses for selling shareholders and exiting founders.

Confidentiality

Obligation to keep company information confidential.

Dispute Resolution

Mediation and arbitration under the relevant state Commercial Arbitration Act.

How to Create a Shareholders Agreement

Follow these steps to produce a comprehensive shareholders agreement in minutes.

  1. 1

    Enter Company Details

    Provide ACN, registered office, share structure, and particulars of each shareholder.

  2. 2

    Set Board Composition and Reserved Matters

    Specify director appointment rights and the decisions requiring enhanced approval.

  3. 3

    Configure Transfer Controls

    Set pre-emptive rights, drag-along, and tag-along thresholds.

  4. 4

    Add Leaver and Deadlock Provisions

    Define good/bad leaver treatment and deadlock resolution mechanism.

  5. 5

    Review and Download

    Check governing state, dividend policy, and restraints, then download the PDF.

Legal Considerations

Shareholders agreements operate alongside the Corporations Act and the company constitution.

This template is for informational purposes only and does not constitute legal or taxation advice. Obtain legal and accounting advice before executing a shareholders agreement for a company of significant value.

Reviewed for Australian law

Corporations Act 2001 (Cth) and the Constitution

The Corporations Act 2001 (Cth), the replaceable rules in Part 2B.4, and the company's constitution together form the statutory framework for a proprietary company. A shareholders agreement is a contractual layer that cannot override the Act's mandatory provisions but can create additional rights and obligations between the parties, including the company where it is a party.

Oppression Remedy

Sections 232 to 234 of the Corporations Act 2001 (Cth) give the court broad remedial powers where the conduct of the company's affairs is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member. Shareholders agreements often include bespoke procedural remedies — such as compulsory buy-out on breach — that complement this statutory protection.

Directors' Duties

Directors owe fiduciary and statutory duties to the company as a whole under sections 180 to 184 of the Corporations Act. A shareholders agreement cannot require a director to disregard these duties, although it can require shareholders to vote their shares in a particular way or direct their nominee directors consistently with the Act.

Capital Gains Tax and Stamp Duty

Transfers of shares trigger capital gains tax under the Income Tax Assessment Act 1997 (Cth), and certain state-based stamp duties may apply to share transfers in landholder companies. Drag-along, tag-along, and buy-out clauses should be drafted with these tax consequences in mind, and rollover relief may be available in some circumstances.

Frequently Asked Questions

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