Deed of Adherence Template UK

Deed of Adherence for UK companies. Binds a new shareholder to an existing shareholders' agreement on transfers, allotments or option exercises. From £4.99.

What is a Deed of Adherence?

A Deed of Adherence is a short legal instrument by which a new shareholder agrees to be bound by an existing shareholders' agreement as if they had been a party to it from the outset. It avoids the need to amend the shareholders' agreement each time the cap table changes.

When do you need one?

Whenever a new shareholder joins a UK private company that already has a shareholders' agreement in place — a share transfer to a buyer, a new allotment to an investor, an option exercise by an employee, or any other route by which someone acquires shares. Usually a precondition of share registration.

What does it cover?

Identification of the joining shareholder, identification of the shareholders' agreement, a covenant by the joining shareholder to comply with the existing agreement as if originally a party, confirmation by the existing parties (typically the company on behalf of the shareholders), and execution as a deed.

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