SignSolú

Shareholder agreement template: free in Word, or sign it online

Reviewed in October 2026

A shareholder agreement is a contract among the owners of a corporation. It sets how many shares each one holds, how the board is chosen, and what happens when someone wants to sell or leaves. It sits next to the bylaws and covers what the bylaws leave out.

Use this templateDownload in Word

Ten documents free, no card. Signed by every shareholder and the company.

Shareholder agreement example, filled in with sample data
Example filled in with sample data

The full shareholder agreement

SHAREHOLDER AGREEMENT

This Shareholder Agreement (the "Agreement") is made on [date] among [Company legal name], a [state] corporation (the "Company"), and the shareholders listed in Schedule A (each a "Shareholder").

1. Shares

The Company has issued [number] shares of common stock. Each Shareholder owns the number of shares shown next to their name in Schedule A.

2. Board of directors

The board has [number] directors. [Shareholder name] may appoint [number] directors and [Shareholder name] may appoint [number]. Each Shareholder will vote its shares to elect those appointees.

3. Matters that need approval

The Company will not do any of the following without the written consent of Shareholders holding [percentage] of the shares: issue new shares, take on debt above [amount], sell substantially all its assets, change the bylaws or dissolve.

4. Transfer restrictions

No Shareholder may sell, pledge or transfer shares except as this Agreement allows. Any transfer that breaks this clause is void.

5. Right of first refusal

A Shareholder who receives an offer for its shares must first offer them to the Company, and then to the other Shareholders pro rata, on the same terms. They have [number] days to accept.

6. Tag-along

If Shareholders holding more than [percentage] of the shares agree to sell to a third party, every other Shareholder may sell the same proportion of its shares on the same terms.

7. Drag-along

If Shareholders holding at least [percentage] of the shares approve a sale of the Company, every other Shareholder will sell on the same terms and sign the documents needed.

8. Leaving the Company

If a Shareholder who works for the Company stops working for it, the Company may buy that Shareholder's shares at [fair market value or formula] within [number] days.

9. Death or disability

On the death or permanent disability of a Shareholder, the Company may buy the shares from the Shareholder or their estate at the price set in clause 8.

10. Dividends

The board decides when to pay dividends. Dividends are paid in proportion to the shares each Shareholder holds.

11. Confidentiality and non-competition

Each Shareholder will keep Company information confidential. While a Shareholder and for [number] months after, it will not run a business that competes with the Company in [territory].

12. Disputes

The Shareholders will try to settle any dispute in good faith for [number] days. If they cannot, the dispute goes to [the courts of state or arbitration].

13. Governing law and signature

This Agreement is governed by the laws of [state]. The parties agree to sign it electronically, with the same effect as a handwritten signature.

Schedule A. Shareholders: [Name] [number of shares] [percentage]

Company

Name and title: ______________

Date: ______________

Shareholder

Name: ______________

Date: ______________

What the template includes

  • Share ownership in a schedule anyone can update
  • Board size and who appoints each director
  • Decisions that need a supermajority
  • General ban on transfers outside the agreement
  • Right of first refusal for the company and the other owners
  • Tag-along for minority shareholders
  • Drag-along so a sale can close
  • Buyback when an owner stops working for the company
  • Buyback on death or disability
  • Dividend policy
  • Confidentiality and non-competition
  • Dispute steps, governing law and electronic signature

What you fill in

FieldExample
CompanyBluegate Robotics Inc.
State of incorporationDelaware
Shares issued10,000,000
Board size3 directors
Supermajority66%
First refusal window30 days
Tag-along threshold50%
Drag-along threshold75%
Buyback priceFair market value set by an appraiser
Non-compete12 months, United States

How it gets signed

  1. 1Choose «Use this template», fill in the fields and review the full shareholder agreement.
  2. 2Send it by WhatsApp or email. The other party opens the link on their phone without an account.
  3. 3They tap the brown bar at the bottom that says «Sign as …» and draw their signature once.
  4. 4Everyone gets the signed PDF with its signature certificate. Anyone can check it at signsolu.com/verificar.

The signing screen tells each signer that signing means agreeing to sign electronically. It links to the electronic signature disclosure that the ESIGN Act asks for.

What you get once everyone signs

  • The signed PDF. The final shareholder agreement with every drawn signature in place.
  • The signature certificate. It lists each signer and the date and time of each signature.
  • A record you can check. The folio on the certificate opens the document history at signsolu.com/verificar.
  • Reminders. Turn them on and SignSolú reminds every signer who has not signed yet.

Your first ten documents are free and need no card.

What the law says

The corporation law of the state of incorporation governs shareholder agreements. Delaware and most states let shareholders agree on voting and transfer limits in writing.

Transfer restrictions usually need to appear on the share certificate or the stock ledger to bind a buyer. Ask the company secretary to record them.

The ESIGN Act, 15 U.S.C. 7001 gives an electronic signature the same legal effect as one on paper. A contract cannot be denied effect only because it was signed electronically.

Questions to settle before you fill it in

  • Who appoints the board? Decide seats per shareholder or per class of shares.
  • What needs a supermajority? List the decisions no single owner can make alone.
  • How is a leaving owner paid? Choose fair market value, book value or a formula.
  • What breaks a tie? Two equal owners need a mediator or a buy-sell clause.
  • Is there a non-compete? Some states limit them, so keep the term and area reasonable.

Write the answers in plain words first. Then move them into clauses 2 to 11 of the template.

Shareholder agreement or bylaws

Bylaws set how the corporation runs day to day. The shareholder agreement sets what the owners promise each other.

Bylaws can change by a board vote in many companies. A shareholder agreement changes only when the shareholders sign an amendment.

When to sign it

The best moment is right after incorporation, before anyone invests or leaves. Owners agree more easily when nothing is at stake yet.

Sign a new one when a new investor comes in. Their term sheet usually lists the clauses they expect to see.

Common mistakes

  • No price formula for buybacks. Without it, owners fight over value at the worst moment.
  • No deadlock rule. Two equal owners need a way to break a tie.
  • Outdated schedule. Update Schedule A every time shares change hands.

How a shareholder agreement ends

It ends when the company is sold, goes public or dissolves. It also ends for one owner when that owner sells all their shares under its rules.

Before you sign

Other templates

Frequently asked questions

Is a shareholder agreement signed online legally binding?

Yes. The ESIGN Act gives electronic signatures the same effect as handwritten ones. The signed PDF and its certificate show who signed and when.

Does an LLC use a shareholder agreement?

No. An LLC uses an operating agreement. This template is for corporations that issue shares.

Do all shareholders need to sign?

Yes. The agreement binds only those who sign it. Send one request with every shareholder as a signer.

Does the other party need a SignSolú account?

No. They open the link on their phone and sign with the brown bar at the bottom.

Can I edit the clauses before sending it?

Yes. After «Use this template» you can change any clause before you send it.

Can a new shareholder join later?

Yes. They sign a short joinder that makes them a party, and Schedule A is updated.

Can minority shareholders protect themselves with this template?

Yes. Tag-along, the approval list and information rights all protect owners with a smaller stake.

How often should we update the agreement?

Every time shares change hands or a new investor joins. Sign an amendment and update Schedule A.

See also

Create a free account and send 10 documents