Although it's possible to adopt a shareholders' agreement alone, it often makes sense to also adopt a new set of articles at the same time. This is because certain matters can only be effectively enforced if they are contained in the articles (for example, restrictions on share transfers or how share vesting provisions operate). This matter includes new articles that work alongside the shareholders' agreement, if required by the terms you provide.

It's common for shareholders to incentivise one another by signing up to share vesting provisions that claw back shares if a person leaves within a certain period. This matter allows you to decide on the vesting period and whether any cliff or acceleration provisions will apply to a shareholders' shares. Each shareholder even gets an information letter explaining the implications of their specific share vesting schedule.

If your company is 50/50 owned, you'll need to pay special attention to how deadlock situations are resolved. This matter supports common methods of resolution such as negotiation and arbitration, third party determination and casting votes. It also supports less common methods like 'Russian Roulette' and the good old 'Texas Shoot-Out' (yes those are real names).

In the event shares need to be bought, it's important to agree how those shares will be valued. This matter includes the ability to set a pre-agreed valuation formula, obtain an independent, market-based or fair market valuation. It also caters for drag-along and tag-along and other trigger specific valuation methods.

Typical shareholders' agreement templates include a laundry list of reserved matters (things that require permission to be carried out). This matter provides full explanations of what each reserved matter is and allows you to include or exclude them, making any related changes to the agreement and new articles automatically.