Corporate & Business Law · European Union

Lock In a Shareholder Agreement That Works Before It’s Tested

Most shareholder conflicts don’t come from bad faith — they come from silence. What happens when one founder leaves, wants to sell, or disagrees with the others? A well-drafted agreement answers those questions in advance. We match you, free of charge, with a corporate lawyer who drafts and reviews shareholder agreements across Europe.

  • Rights, transfers & exit terms
  • Deadlock and dispute rules
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Who this is for

Founders, investors and co-owners who need the rules written down

A shareholder agreement is a private contract between the owners of a company that sets out how they will run the business together and what happens when circumstances change. It typically covers share transfers, pre-emption rights, decision-making thresholds, the appointment of directors, dividend policy, and the route out if one shareholder wants to leave or sell. It sits alongside the company’s articles and often prevails over them where the two conflict, depending on the jurisdiction. Whether you are two founders starting out, a group bringing in an investor, or an existing company formalising arrangements that were always informal, a clear agreement prevents the costly ambiguity that surfaces when money, control or relationships are under pressure. We match you with a lawyer who drafts these documents for companies in your country.


Why co-owners get stuck

Without a written agreement, the rules are whatever
the loudest person says they are.

Founders often rely on trust and verbal understandings — until a departure, a sale or a disagreement reveals there were never any rules.

01

No rules for a departing shareholder

When a founder leaves or a co-owner wants out, there is often no agreed process for valuing or transferring their shares. The result is a stalemate that can tie up the company for months or force a rushed, costly negotiation under pressure.

02

Unclear decision-making power

Who decides whether to take a loan, issue shares, or sell the business? Without defined voting thresholds and reserved matters, a minority shareholder can be sidelined — or a single holdout can block a decision everyone else needs to make.

03

Deadlock with no way to break it

In a 50/50 or evenly split company, a fundamental disagreement can freeze the business entirely. A well-drafted agreement builds in mechanisms to resolve deadlock — but they have to be agreed before the disagreement starts.


What you get

An agreement that protects every owner, from day one

We only match you with corporate lawyers who draft and negotiate shareholder agreements regularly in your jurisdiction.

Clear rights and obligations

Your lawyer sets out each shareholder’s rights, obligations and protections in writing — voting power, dividend entitlements, information rights and board representation — so expectations are explicit rather than assumed.

Transfer and exit terms

Pre-emption rights, tag-along and drag-along provisions, and an agreed mechanism for valuing and transferring shares when someone leaves, sells or passes away, avoiding a scramble at the moment it matters.

Dispute and deadlock resolution

Mechanisms for resolving disagreements — from mediation clauses to buy-out options — agreed in advance, so a conflict becomes a defined process rather than a company-threatening standoff.

Investor-ready drafting

A clean, balanced shareholder agreement reassures investors and lenders and makes the company easier to finance or sell. Your lawyer drafts terms that work for you today and don’t block your future.


Coverage

Shareholder agreement lawyers across Europe

Company law and the interaction between shareholder agreements and articles vary by country, so the right lawyer is one who works with your specific jurisdiction’s rules on a regular basis. We match cases across the following countries and beyond:

SpainPortugalGermanyFranceItalyNetherlandsBelgiumIrelandAustriaPolandGreeceSweden+ more EU / EEA countries

Frequently asked

Shareholder agreements — common questions

What is a shareholder agreement?

It is a private contract between the owners of a company that sets out how they will run the business together and what happens when circumstances change — share transfers, decision-making, director appointments and exit. It complements the articles and, depending on the jurisdiction, can override them where the two conflict.

Do we need one if we already have articles of association?

In most cases, yes. Articles are a public document that often does not cover the private arrangements between shareholders, such as transfer restrictions, dividend policy or deadlock resolution. A shareholder agreement adds detail and flexibility and can be kept confidential between the parties.

What should a shareholder agreement typically cover?

Common topics include share transfer and pre-emption rights, voting thresholds and reserved matters, director appointment, dividend policy, restrictive covenants, dispute resolution and what happens on death, incapacity or exit. The right mix depends on your company and jurisdiction, which a lawyer will help you define.

Can a minority shareholder be protected by an agreement?

Yes. Provisions such as reserved matters, veto rights over key decisions, tag-along rights on a sale and information rights can give a minority shareholder meaningful protection that they would not otherwise have under default company law.

What happens if a shareholder wants to leave the company?

Without an agreement, valuing and transferring their shares can become a contested negotiation. A good agreement sets out the process in advance — how the shares are valued, who can buy them, and on what terms — so a departure is handled smoothly.

How is a shareholder agreement enforced?

It is a binding contract between the parties, so breach can generally be enforced through the courts, and dispute-resolution clauses often require mediation or arbitration first. Its practical value is that it prevents most disputes by making the rules explicit before they arise.


Free case review

Write the rules before the first disagreement

Tell us about your company and co-owners and we’ll connect you with a shareholder agreement lawyer who drafts for businesses in your country — free of charge, with no obligation to hire.