Free Shareholders Agreement Template

SHAREHOLDERS AGREEMENT

Techventures Limited  ·  England And Wales  ·  Companies Act 2006

This Shareholders Agreement (this "Agreement") is made as of 2026-04-01 by and among the holders of shares in TechVentures Limited, a private company limited by shares incorporated in England and Wales under registered number 12345678 and having its registered office at 20 Finsbury Street, London, EC2Y 9AQ (the "Company"). The parties have agreed to regulate their relationship as shareholders of the Company and certain aspects of its affairs on the terms set out below, and to exercise their voting rights at General Meetings of the Company and through the directors they appoint so as to give effect to this Agreement (see Russell v Northern Bank Development Corporation Ltd [1992] 1 WLR 588). This Agreement supplements the Articles of Association of the Company; in the event of any inconsistency, as between the parties this Agreement shall prevail to the maximum extent permitted by law and the Shareholders shall procure that the Articles are amended accordingly.

In this Agreement, unless the context otherwise requires: "Articles" means the Articles of Association of the Company from time to time (being, at the date of this Agreement, in the form of the Model Articles for private companies limited by shares prescribed under the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as modified by special resolution); "Board" means the board of directors of the Company; "Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales; "CA 2006" or "Companies Act" means the Companies Act 2006; "ECCTA" means the Economic Crime and Corporate Transparency Act 2023; "PSC" means a person with significant control as defined in Part 21A Companies Act 2006; "Shareholder" means any party who holds shares in the Company and any person who becomes a party to this Agreement in accordance with its terms; and "Shares" means the issued ordinary shares and any other shares in the capital of the Company from time to time. The Company is principally engaged in: Development and commercialisation of cloud-based software solutions for the logistics and supply chain sector..

At the date of this Agreement the issued share capital of the Company is 1,000 ordinary shares of £0.001 each (with a total nominal value of £1.00), comprising a single class of ordinary shares, each carrying one vote per share and equal rights to participate in dividends and in the distribution of capital on a winding-up. The register of members maintained under section 113 Companies Act 2006 records the Shareholders and their holdings as set out in the parties table above. Any variation of the rights attaching to any class of share shall require the sanction required by section 633 Companies Act 2006 and the prior consent of the holders of not less than three-quarters in nominal value of the issued shares of that class. No Shareholder shall hold shares on trust for any third party without the prior written consent of all other Shareholders, save as permitted by the Articles.

The Company shall be managed by the Board in accordance with the Articles, this Agreement and the general duties of directors set out in sections 171 to 177 Companies Act 2006 (including the duty to promote the success of the Company for the benefit of its members as a whole under section 172). The Shareholders shall exercise all rights and powers available to them to procure that the Company complies with this Agreement, that Board resolutions giving effect to this Agreement are passed without unreasonable delay, and that decisions made within the Board or at Shareholder meetings are implemented. An annual general meeting shall be held in accordance with Chapter 4 Part 13 Companies Act 2006 (save where dispensed with by elective resolution). Written resolutions of the Shareholders may be used in accordance with sections 288 to 300 Companies Act 2006.

The Shareholders shall procure that the Company at all times complies with: (a) the identity verification regime under ECCTA 2023 (CA 2006 ss.1110A-1110F as inserted by s.62 ECCTA 2023) — every director and PSC must be IDV-verified at Companies House. New appointments since 18 November 2025 require pre-appointment verification; existing directors and PSCs must complete verification with their first confirmation statement after the relevant date (full rollout completed Autumn 2026); voluntary IDV opened 8 April 2025; (b) the section 199 ECCTA 2023 "failure to prevent fraud" offence (in force 1 September 2025) — where the Company meets two of the three "large organisation" thresholds (≥250 employees, >£36m turnover, >£18m balance sheet), the Board shall maintain reasonable fraud-prevention procedures and the Shareholders shall procure that no employee, agent, subsidiary or other "associated person" commits a "relevant offence" intending to benefit the Company or a person to whom the Company provides services; (c) the register of members standardised-information requirements under ECCTA (full forename without initials, surname, and service address); (d) the PSC register obligations under Part 21A Companies Act 2006 and the PSC Regulations 2016 (SI 2016/339); (e) any filing-agent restrictions limiting Companies House filings to verified officers, employees and Authorised Corporate Service Providers (ACSPs); and (f) data-protection obligations in the handling of the register of members, the PSC register and any Shareholder personal data, in accordance with the Data Protection Act 2018 as amended by the Data (Use and Access) Act 2025 (Commencement No. 6 Regulations SI 2026/82, in force 5 February 2026) and the UK GDPR. Each Shareholder undertakes to provide such information as the Company may reasonably require to comply with these obligations.

Before transferring any shares to a third party (other than under the permitted-transfer carve-out), the Shareholder proposing to transfer (the "Transferring Shareholder") must first serve a transfer notice on the Company offering the shares to each other Shareholder pro rata to their existing shareholding at the proposed transfer price. The other Shareholders shall have 20 Business Days from receipt of the transfer notice to accept in whole or in part by written notice. Any shares not taken up pursuant to the pre-emption procedure may, within the following sixty (60) days, be transferred to the proposed third-party transferee at a price not less than the price offered under the transfer notice and on terms not more favourable than those offered to the Shareholders. Any purported transfer in breach of this clause shall be void and the directors shall refuse to register it in accordance with the Articles.

A Shareholder who is an individual may transfer shares without triggering pre-emption to a Family Member (meaning a spouse, civil partner, parent, child, stepchild or sibling), or to the trustees of a Family Trust under which only the Shareholder and Family Members are beneficiaries, provided that the transferee covenants to transfer the shares back to the original Shareholder if the transferee ceases to be a Family Member or the Family Trust ceases to qualify. A Shareholder which is a body corporate may transfer shares without triggering pre-emption to a wholly-owned subsidiary, holding company, or fellow wholly-owned subsidiary of its holding company, provided that the transferee covenants to transfer the shares back if it ceases to be a member of the same corporate group.

Additional permitted transfers agreed: Transfers to an affiliate of Caspian Ventures II LP (parallel fund or co-invest vehicle) are also permitted without triggering pre-emption, provided the transferee accedes to this Agreement.

No dividend shall be declared or paid during the term of this Agreement. All distributable profits (within the meaning of section 830 Companies Act 2006) shall be retained and reinvested in the business of the Company at the discretion of the Board for a period of at least five (5) years from the date of this Agreement, whereupon the dividend policy shall be reviewed by the Shareholders.

The Shareholders shall preserve and enforce their statutory pre-emption rights on allotment under section 561 Companies Act 2006. No new shares may be allotted without first offering them on the same terms to each existing Shareholder pro rata to their holding.

Any Shareholder who is also an employee, director or consultant of the Company and who ceases to hold that office or engagement (a "Leaver") shall be deemed to have served a transfer notice on the Company in respect of all their shares. The price payable shall depend on the Leaver’s status: (a) a "Good Leaver" (including death, permanent ill-health or disability, retirement at or after normal retirement age, redundancy, wrongful or unfair dismissal as found by a tribunal, or voluntary resignation after three (3) years’ continuous engagement) shall receive fair market value as determined by the Company’s auditors acting as experts; (b) a "Bad Leaver" (including summary dismissal for cause, material breach of this Agreement or any service agreement, fraud or dishonesty, or voluntary resignation before three (3) years’ continuous engagement) shall receive the lower of cost paid and nominal value of £0.001 per share. The Board shall determine Leaver status acting reasonably; any dispute shall be referred to expert determination.

A founder vesting schedule applies to all shares held by Employee Shareholders at the date of this Agreement: twenty-five per cent (25%) shall vest on the first anniversary of continuous engagement (the "one-year cliff"), and the remaining seventy-five per cent shall vest in equal monthly instalments over the following thirty-six (36) months. Unvested shares held by a Leaver shall be transferred at nominal value irrespective of Leaver classification. Acceleration triggers: 100% on a sale of the Company or on a Good Leaver event resulting from death, permanent ill-health or termination without cause.

Each Shareholder (or group of Shareholders acting in concert) holding twenty per cent (20%) or more of the issued ordinary share capital of the Company shall be entitled to appoint and remove one (1) director to and from the Board by written notice to the Company. Board quorum shall require the presence of at least one director appointed by each Shareholder with appointment rights. Directors’ general duties under sections 171–177 Companies Act 2006 (including duty to promote the success of the Company, to exercise independent judgement, and to avoid conflicts of interest) remain paramount and take precedence over Shareholder instructions. Any director may be removed by the Shareholder who appointed them by written notice to the Company, without prejudice to the statutory removal procedure under section 168 Companies Act 2006 (ordinary resolution of the Shareholders on special notice). Directors’ service contracts of a term exceeding two (2) years require shareholder approval under section 188 Companies Act 2006. Substantial property transactions with directors fall within section 190 Companies Act 2006 and require shareholder approval where applicable.

The following matters (the "Reserved Matters") shall require the prior written consent of Shareholders holding at least seventy-five per cent (75%) of the issued share capital, notwithstanding any lesser threshold that would apply under the Companies Act 2006 or the Articles: (a) amendment of the Articles of Association (in addition to the special-resolution requirement under s.21 CA 2006); (b) the issue, allotment or grant of options over shares, or any variation of class rights under s.633 Companies Act 2006; (c) the acquisition, disposal or hive-down of any business, subsidiary or material asset; (d) the incurrence of any borrowing or guarantee exceeding £50,000 in aggregate or the grant of any charge required to be registered under s.859A CA 2006; (e) entry into any related-party transaction (including any substantial property transaction within s.190 CA 2006 or any director service contract exceeding two (2) years within s.188 CA 2006); (f) any change to the nature or geographic scope of the Company’s business; (g) declaration of any dividend outside the agreed dividend policy; (h) the appointment or removal of the Company’s auditors or any change of accounting reference date; (i) the winding-up, administration or voluntary arrangement of the Company; and (j) the listing of any shares on a recognised investment exchange or other trading venue.

Additional Reserved Matters agreed: Approval of any annual budget (and any deviation of more than 15% from approved budget in aggregate); Granting any option, warrant or convertible security over more than 5% of issued share capital in any 12-month period; Establishing or amending any employee share scheme.

Any deadlock shall first be escalated by written notice to the senior management (or, in the case of an individual Shareholder, the individual) of each Shareholder for good-faith resolution within thirty (30) days. If unresolved, the Shareholders shall attempt to resolve the matter by mediation conducted in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure for a further thirty (30) days. If still unresolved, any Shareholder may by written notice require the Company to be sold by way of a managed auction or trade sale on arms’ length terms, the Shareholders agreeing to cooperate in good faith with the appointed corporate finance adviser and to vote their shares in favour of the sale at the best price reasonably obtainable.

If Shareholders holding in aggregate seventy-five per cent (75%) or more of the issued share capital (the "Dragging Shareholders") wish to sell all of their shares to a bona fide third-party purchaser (the "Buyer") on arms’ length terms, they may by written notice require all other Shareholders to sell all of their shares to the Buyer on the same terms and at the same price per share. The Dragging Shareholders shall use reasonable endeavours to procure that the Buyer acquires the entire issued share capital of the Company. A Shareholder subject to drag may also, at their option, pursue the statutory squeeze-out procedure in section 974 Companies Act 2006 if the conditions of that section are met. Each Shareholder appoints any director of the Company as their attorney to execute the necessary transfer in the event of default.

If a Shareholder or group of Shareholders proposes to transfer shares representing more than fifty per cent (50%) of the issued share capital to a third party (the "Proposed Buyer") otherwise than pursuant to a drag-along notice, each other Shareholder shall have the right (the "Tag-Along Right") to require the Proposed Buyer to acquire all of its shares on the same terms and at the same price per share. The selling Shareholder(s) shall give at least twenty (20) Business Days’ written notice of the proposed transfer to the other Shareholders, and no transfer shall proceed unless the Proposed Buyer has offered to acquire the shares of those Shareholders who have exercised their Tag-Along Right.

Each Shareholder who ceases to hold shares in the Company (a "Former Shareholder") undertakes that, for a period of twelve (12) months following the date of transfer of their shares, they shall not, directly or indirectly, whether on their own account or with or through any third party: (a) carry on, be engaged in, or be materially interested in any business in direct competition with the Company in any geographic area in which the Company has been actively trading in the twelve (12) months before departure; or (b) entice away from the Company any person who was a director, senior employee, consultant or customer of the Company with whom the Former Shareholder had material dealings in the twelve (12) months before departure. The parties acknowledge that the foregoing restrictions are reasonable and necessary to protect the legitimate business interests of the Company, following the guidance in Herbert Morris v Saxelby [1916] 1 AC 688 and Tillman v Egon Zehnder [2019] UKSC 32, and that each restriction is severable from the others.

In addition to the non-compete restrictions above, each Former Shareholder undertakes that for twelve (12) months following the date of transfer of their shares they shall not, directly or indirectly, solicit, canvass or induce any person who is or was an employee, contractor, customer or supplier of the Company in the twelve (12) months before departure with the intention of diverting business or personnel away from the Company.

Each Shareholder holding 5% or more of the issued share capital (an "Information Shareholder") shall be entitled to: (a) audited annual accounts and a directors’ report within four (4) months of the financial year end; (b) monthly management accounts within fifteen (15) Business Days of each month end, including detailed PandL, balance sheet, cash flow, KPI dashboard, commentary on variance against budget, and current cap-table; (c) annual budget and three-year plan approved by the Board, within thirty (30) days of the start of each financial year; (d) Board papers and minutes within ten (10) Business Days of each meeting; (e) access to the Company’s books, records, premises and officers on reasonable prior written notice for due diligence or audit purposes; and (f) prompt notification of any material litigation, regulatory matter, breach of covenants, cap-table change, or change of senior management.

If the Company allots new shares at a price per share less than the price paid by any Shareholder for their existing shares (a "Down Round"), the conversion ratio (or, where the shares are ordinary shares, the number of bonus shares to be issued to that Shareholder) shall be adjusted on a broad-based weighted average basis. The formula is: NCP = OCP × ((A + B) / (A + C)), where NCP = new conversion price, OCP = old conversion price, A = total shares outstanding immediately before the Down Round, B = shares the consideration paid would have purchased at the OCP, and C = total shares actually issued in the Down Round. Carve-outs for: employee share scheme issues (up to 15% of issued capital), bona fide acquisition consideration, IPO, and conversion of existing convertibles.

The parties acknowledge that any Shareholder who has claimed Enterprise Investment Scheme (EIS) or Seed Enterprise Investment Scheme (SEIS) tax relief on the subscription for their shares is subject to strict statutory conditions under Part 5 / Part 5A of the Income Tax Act 2007 for a minimum three (3)-year holding period. The Company shall not, without the prior written consent of each affected Shareholder: (a) issue any preference shares with rights inconsistent with the "ordinary shares" requirement; (b) take any action which would cause a "disqualifying event" within ITA 2007 s.241 (EIS) or s.257HF (SEIS); (c) repay or repurchase share capital in a manner that would trigger a withdrawal of relief; or (d) make any value-shifting transaction within ITA 2007 s.166. Where there is a conflict between this Agreement and the EIS/SEIS requirements, the EIS/SEIS requirements prevail to the minimum extent necessary to preserve the relief.

Each Shareholder gives investor-grade warranties to each other Shareholder, including (without limitation): full power and capacity; valid binding obligations; free and unencumbered title to shares; no conflict with other agreements; no insolvency event; no breach of any applicable law including the ECCTA 2023 identity verification regime (CA 2006 ss.1110A-1110F) and, where the Company meets the large-organisation thresholds, the ECCTA 2023 section 199 "failure to prevent fraud" regime (in force 1 September 2025); no undisclosed PSC; no undisclosed criminal conviction or regulatory sanction; no undisclosed "relevant offence" under s.199 ECCTA committed by the Shareholder or any associated person; and that the cap-table, statement of capital and PSC register as at the date of this Agreement are accurate in all material respects.

Each Shareholder shall keep strictly confidential all information, documents, know-how, business plans, financial information and trade secrets of the Company that the Shareholder receives by virtue of being a Shareholder (collectively, "Confidential Information"), and shall not use such Confidential Information for any purpose other than the legitimate exercise of rights under this Agreement and the Articles. Permitted disclosures are: (a) to the Shareholder’s professional advisers under equivalent confidentiality obligations; (b) where compelled by court, regulator or applicable law; and (c) to a bona fide prospective transferee under a non-disclosure agreement (in respect of a permitted transfer or pre-emption process). These obligations continue for a period of three (3) years after the Shareholder ceases to hold shares.

Nothing in this Agreement shall operate to exclude, restrict or prejudice any Shareholder’s right to present a petition under sections 994 to 996 Companies Act 2006 on the grounds of unfair prejudice. Each Shareholder acknowledges that such statutory right cannot be contracted out of and that the deadlock and transfer mechanisms in this Agreement are without prejudice to the Court’s jurisdiction to grant relief under Part 30 Companies Act 2006 (see Re Saul D Harrison and Sons plc [1995] 1 BCLC 14 and O’Neill v Phillips [1999] 1 WLR 1092).

Each Shareholder acknowledges that, under the National Security and Investment Act 2021 (in force 4 January 2022), a "trigger event" comprising the acquisition of control over a "qualifying entity" carrying on activities in any of the 17 sensitive sectors (including artificial intelligence, advanced materials, advanced robotics, communications, computing hardware, critical suppliers to government, cryptographic authentication, data infrastructure, defence, energy, military and dual-use, quantum technologies, satellite and space technologies, suppliers to the emergency services, synthetic biology, transport and the planned new water sector — per the 12 March 2026 consultation response) requires mandatory pre-completion notification to the Investment Security Unit. A trigger event includes the acquisition of more than 25%, 50% or 75% of the votes or shares of a qualifying entity, or the acquisition of "material influence" over its policy. A completed transaction that should have been notified is void until cleared, and the parties commit a criminal offence punishable by up to 5 years' imprisonment and/or civil penalty of up to the higher of 5% of worldwide turnover or £10 million. Accordingly: (a) before any share transfer, allotment or other change of control of the Company that would constitute a trigger event in any sensitive sector, the parties shall obtain Investment Security Unit clearance; (b) the Company's "sensitive-sector status" shall be reviewed at each material change of business; and (c) the Shareholders shall cooperate in good faith with any voluntary notification and shall jointly bear the reasonable costs of preparing the notification. Reference: https://www.gov.uk/government/collections/national-security-and-investment-act.

The Company shall process the personal data of each Shareholder (including names, service / residential addresses, signatures, contact details, share certificate records and any biometric or identity-verification data collected to meet ECCTA 2023 obligations) only for the purposes of: (a) maintaining the register of members and PSC register under Companies Act 2006 Parts 8 and 21A; (b) discharging statutory filing duties at Companies House; (c) administering this Agreement and any distributions, notices and Shareholder communications; and (d) any other purpose required by law. The Company is the data controller in respect of such data and shall comply with the Data Protection Act 2018 as amended by the Data (Use and Access) Act 2025 (Commencement No. 6 Regulations SI 2026/82, in force 5 February 2026), the UK GDPR and any applicable ICO codes of practice. Each Shareholder retains the right of access under Article 15 UK GDPR to the personal data the Company holds about them, the right of rectification under Article 16 and the right of erasure under Article 17 (subject to the Company's overriding statutory retention duties under the Companies Act 2006 in respect of the register of members and the PSC register). Personal data of a former Shareholder that is not subject to a continuing statutory retention duty under CA 2006 shall be deleted or anonymised within 6 years of the date the Shareholder ceased to hold shares (aligned with the Limitation Act 1980 s.5 limitation period for simple contract claims), unless a longer period is required for the establishment, exercise or defence of legal claims or by any other applicable law.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Entire Agreement: This Agreement together with the Articles constitutes the entire agreement between the parties relating to the ownership and governance of the Company and supersedes all prior arrangements, representations and understandings, save that nothing in this clause shall limit liability for fraud or fraudulent misrepresentation.

Variation: No variation of this Agreement shall be effective unless in writing and signed by all parties.

Severability: If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable and the remaining provisions shall continue in full force.

Confidentiality: Each Shareholder shall keep the terms of this Agreement and the affairs of the Company confidential and shall not disclose them without the prior written consent of the other Shareholders, save as required by law, regulation or any competent authority.

Notices: Any notice under this Agreement shall be in writing and shall be sent to the party at the address (or email address) set out above (or as subsequently notified). Electronic communications with members under section 290 Companies Act 2006 are valid where the recipient has agreed.

Third-Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Counterparts: This Agreement may be executed in any number of counterparts (including by electronic signature), each of which when executed shall constitute a duplicate original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.