Checklist · 15 checks
Shareholders Agreement Checklist
The decisions co-owners should settle in writing before a disagreement makes them expensive.
Who it's for: Co-founders and co-owners of Australian private companies
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Control and decisions
- Record who holds what, and whether any shares are subject to vesting.
- Set out board composition and who appoints directors.
- List reserved matters requiring unanimous or special approval.
- Agree how deadlocks are broken before one happens.
- Set expectations for time commitment and remuneration of working shareholders.
Money
- Agree a dividend policy, or state clearly that distributions are discretionary.
- Deal with future funding: who contributes, and what happens if someone can't.
- Address dilution and pre-emptive rights on new share issues.
- Set out how the company is valued for internal transfers.
Exits and disputes
- Include pre-emptive rights on transfer, plus drag-along and tag-along rights.
- Deal with a departing shareholder: good leaver, bad leaver, and compulsory transfer.
- Address death, incapacity and insolvency of a shareholder.
- Agree restraints of trade and confidentiality obligations.
- Set out a dispute-resolution process ending in mediation before litigation.
- Check the agreement is consistent with the company constitution.
General information only, current as at 2026-09-10. It is not legal advice and does not take your circumstances into account. Nothing here creates a solicitor–client relationship.
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