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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