SHAREHOLDER AGREEMENT
Important notice
This is a fictional worked example for general information, not legal advice and not a universally valid form. Company law, tax rules, securities regulation, employment law and mandatory minority protections vary by jurisdiction. The parties should obtain local advice and align this agreement with the company's constitution, articles and filings.
1. Company and parties
This agreement is made on 14 October 2026 between Northstar Orchard Technologies Limited, a private company incorporated in England and Wales under company number 14826071, whose registered office is 7 Wren Street, Bristol BS1 4QH (the Company), and Maya Elise Carter of 22 Hawthorn Rise, Bristol BS7 8LN, Jonah Peter Reed of 61 Mill Lane, Bath BA1 6DX, and Lydia Rose Okafor of 4 Meadow Court, Cardiff CF10 3RT (together, the Shareholders).
2. Purpose and shareholdings
The Company develops inventory and forecasting software for independent food retailers. At the date of this agreement it has 1,000 ordinary shares of £0.10 each in issue. Maya holds 500 shares, Jonah holds 300 shares and Lydia holds 200 shares. Each ordinary share carries one vote and equal rights to dividends and capital, subject to applicable law and the articles. The Shareholders intend to work together in good faith to grow the Company and preserve its independent operation.
3. Management and board
The board will have three directors. Maya will be entitled to nominate one director, Jonah one director, and the Shareholders acting by a majority of the shares may appoint the third independent director, initially Harriet Louise Bell of 19 Parkside Avenue, Bristol BS6 5QL. The board will meet at least quarterly on ten business days' notice, circulate papers reasonably in advance and keep minutes. Directors must exercise their own statutory duties and this agreement cannot require conduct prohibited by mandatory law.
Maya will serve as Chief Executive Officer, Jonah as Chief Technology Officer and Lydia as Finance Director unless the board resolves otherwise. Each officer will devote reasonable business time to the Company, disclose conflicts promptly and not use Company opportunities for personal benefit without informed approval.
4. Reserved matters
The Company must not take any of these actions without written approval from Shareholders holding at least 75 percent of the voting shares: issue shares or options; alter share rights; borrow more than £75,000 outside the approved budget; grant security; acquire or dispose of assets worth more than £50,000; enter a related-party transaction; change the principal business; approve an annual budget increase above 15 percent; declare a dividend; or commence a winding-up, sale of substantially all assets or material litigation settlement. Any statutory shareholder resolution, filing or creditor consent remains necessary.
5. Funding and dividends
The Shareholders will consider funding requests in proportion to their holdings, but no Shareholder is obliged to provide further capital unless that obligation is recorded in a later signed instrument. A failure to contribute does not automatically transfer shares or remove voting rights. Subject to solvency, available profits and directors' duties, the board may recommend dividends and the Shareholders may approve them in accordance with law and the articles.
6. Transfers and pre-emption
No Shareholder may sell, gift, charge or otherwise transfer shares except under this clause. A proposed seller must first give the Company and the other Shareholders a written notice stating the number of shares, price and proposed buyer. The other Shareholders have 20 business days to buy those shares pro rata at that price, with completion within 15 business days after acceptance. If they do not take all shares, the seller may, within 60 days, sell the balance to the named buyer on no better terms. A transfer to a spouse, adult child or wholly owned holding company is a Permitted Transfer if the recipient signs a deed of accession and transfers back before ceasing to qualify.
7. Leaver and compulsory sale events
If a Shareholder dies, becomes permanently unable to work, or leaves an executive role, the Company may require an independent valuation by a chartered accountant jointly appointed by the parties. A genuine retirement after five years' service is a Good Leaver event and the price is fair market value. Fraud, deliberate misconduct, serious confidentiality breach or resignation to compete is a Bad Leaver event and the price is the lower of fair market value and the amount originally paid for the shares, to the extent permitted by law. A compulsory sale must not deprive a person of non-waivable statutory rights.
8. Deadlock and sale
A Deadlock is a reserved matter rejected twice at meetings held at least ten business days apart. The parties must meet with their advisers within 15 business days, then attempt confidential mediation in Bristol for 30 days. If unresolved, any Shareholder may invite bona fide third-party offers for all shares; acceptance requires 75 percent approval and equal treatment. Nothing prevents urgent court relief.
9. Confidentiality and intellectual property
Each Shareholder must protect non-public financial, technical, customer and strategic information and use it only for Company purposes, except for lawful professional advice or required disclosure. Work created for the Company in an executive capacity belongs to the Company to the extent permitted by law, while pre-existing materials remain with their owner subject to a licence reasonably needed for the business.
10. Term, law and signatures
This agreement continues while two or more Shareholders hold shares, unless replaced by a signed agreement. It is governed by the law of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction. Mandatory company legislation and the articles prevail where they cannot lawfully be varied. Electronic signatures may be acceptable, but each party should confirm the execution method required for any deed or filing.
Signatures
For Northstar Orchard Technologies Limited, acting by authorised signatory:
Name: Harriet Louise Bell Title: Director Signature: ____________________ Date: 14 October 2026
Shareholder: Maya Elise Carter Signature: ____________________ Date: 14 October 2026
Shareholder: Jonah Peter Reed Signature: ____________________ Date: 14 October 2026
Shareholder: Lydia Rose Okafor Signature: ____________________ Date: 14 October 2026