Is a shareholders' agreement legally required?
No, but without one the shareholders are left with the articles of association and company law defaults, which rarely suit a small company with working owners.
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Shareholders' agreement (Scotland)
A shareholders' agreement sets the rules between the owners of a private company: who sits on the board, which decisions need shareholder approval, what happens when someone wants to sell or leave, and how deadlock is broken. Unlike the articles of association, it is private and can protect minority shareholders more flexibly.
When you need one
Use one whenever a company has more than one shareholder — especially founders starting a business together, a company taking on an investor, or a 50:50 company where deadlock is a real risk.
What it should contain
Board and management
How directors are appointed and how the board runs.
Reserved matters
Key decisions that need shareholder approval at a set threshold.
Share transfers
Pre-emption rights, permitted transfers and transfer restrictions.
Drag-along and tag-along
Making a sale of the whole company possible, and protecting minorities on a sale.
Leavers
What happens to the shares of a shareholder who stops working in the business.
Deadlock
A way out when shareholders cannot agree.
Points specific to Scotland
- Company law under the Companies Act 2006 applies in Scotland in the same way. A shareholders' agreement governed by Scots law is enforced in the Scottish courts, where remedies include specific implement and interdict.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Relying on the model articles alone, which give minority shareholders little protection.
- No leaver provisions, so a departed founder keeps a large stake.
- A 50:50 company with no deadlock mechanism.
See a specimen shareholders' agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
What is the difference between the articles and a shareholders' agreement?
The articles are the company's public constitution. A shareholders' agreement is a private contract between the shareholders that can add protections and deal with matters the articles do not.
Draft your shareholders' agreement now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a shareholders' agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about Scots law, not legal advice.