Practice areas/Shareholder Agreements

Shareholder Agreements

The constitutional document your cap table actually needs — founder vesting, drag and tag, pre-emptive rights, deadlock and exit — drafted for your business, not off a template.

Fixed fee. Senior lawyer.

Every engagement is quoted upfront and led by a senior lawyer — never a paralegal-first pipeline.

How we help

What we handle for you.

Concrete deliverables — not a general "advice" retainer. Each item can be scoped as a one-off fixed-fee package or bundled into a monthly counsel arrangement.

  • 01

    New shareholders agreement

    A full shareholders deed that sits over your constitution — governance, decision rights, board composition, restraints and exit — drafted from scratch to fit your cap table.

  • 02

    Founder vesting & good/bad leaver

    Vesting schedules, cliff periods, good-leaver / bad-leaver treatment and reverse vesting for founders who joined after incorporation.

  • 03

    Pre-emptive rights, drag & tag

    Pre-emptive rights on new issues and transfers, drag-along and tag-along provisions that survive a real exit conversation.

  • 04

    Deadlock & dispute mechanics

    Shotgun clauses, mediation-first regimes, deadlock buy-outs and independent-director casting votes — decided before you need them.

  • 05

    Investor rights on cap raise

    SAFE/convertible add-ons, priced-round shareholders deeds, board seats, information rights and protective provisions for seed and Series A rounds.

  • 06

    Amendments & re-papering

    Amending existing deeds when founders leave, new investors come in, or the arrangement no longer reflects reality — with all-hands sign-off managed for you.

Who this is for

Clients we work best with.

  • Co-founders formalising a working relationship before the first raise
  • Companies about to take on investor money and needing a proper shareholders deed
  • Existing shareholders where the current arrangement no longer reflects reality
  • 50/50 partnerships wanting a deadlock mechanism in place before it's needed

How we work

No surprises. Ever.

Fixed fees quoted upfront. Senior lawyer on every file. Clear next steps at every stage.

  1. 01 — Brief

    Send a short brief or book a 15-minute call. We'll confirm scope and what you actually need — often that's less than you think.

  2. 02 — Fixed-fee quote

    You get a written scope and a fixed fee before we start. No hourly billing, no scope-creep invoices.

  3. 03 — Senior lawyer, on the tools

    The lawyer you scoped with is the lawyer doing the work. We turn drafts around fast and stay reachable throughout.

FAQs

Common questions.

What's the difference between a shareholders agreement and a constitution?
A constitution is the public, ASIC-facing rulebook. A shareholders agreement is a private contract between the shareholders that sits over it — and covers what actually matters between people (vesting, drag, tag, deadlock). Most disputes are resolved by the shareholders agreement, not the constitution.
How much does a shareholders agreement cost?
A fixed-fee shareholders deed for a standard Australian Pty Ltd is typically $3,500–$6,500 + GST depending on complexity. Priced rounds with investor-side provisions sit between $6,500–$12,000 + GST.
Can you retrofit one if we've been operating without it?
Yes — and now is the right time to do it, while everyone is still aligned. Retrofitting is straightforward when all shareholders agree; it becomes very hard once a dispute has already started.
Do we still need one if it's just two founders?
Especially if it's just two founders. Every 50/50 company should have a deadlock mechanism and a founder-vesting regime. Otherwise a single disagreement can freeze the company entirely.

Talk to us

Legal built for shareholder agreements.

Send us a note about what you're working on. We'll respond within one business day and, if we're a fit, book a free 15-minute consultation with a senior lawyer.

We treat every message as confidential.

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