Legal Project Management Plan & Checklist
Purpose of this Guide: Open this plan when your client is a private limited company incorporated in England and Wales and the shareholders need a formal governance agreement to sit alongside the Articles of Association. Common triggers include a new investor joining, a co-founder dispute arising, or an existing shareholder seeking minority protections before a funding round.
Jurisdiction: England and Wales. The plan covers private companies registered at Companies House under the Companies Act 2006. There are no forks in this plan.
The Process at a Glance: The process begins with a corporate audit - retrieving the current Articles of Association from Companies House and verifying share capital and director authority. Commercial terms are then negotiated, including drag-along and tag-along thresholds, pre-emption rights on share transfers, and deadlock resolution mechanisms such as Russian Roulette or Texas Shootout clauses. The Shareholder Agreement is drafted alongside any necessary amendments to the Articles of Association, with a supremacy clause inserted to resolve any conflict between the two documents. A written special resolution is prepared to adopt the amended Articles. Board minutes are settled, and a DocuSign signature loop is circulated to all shareholders and directors. Once executed, the amended Articles and passed special resolution are filed at Companies House within the statutory 15-day window. The Register of Members, Register of Directors, and Register of Persons with Significant Control are then updated to reflect the completed transaction.
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Key Legislation and Case Law: Companies Act 2006 (UK) - s 17 (Articles of Association as company constitution), s 21 (amendment of Articles by special resolution), s 30 (obligation to file amended Articles at Companies House within 15 days), s 33 (articles bind as a contract between the company and each member), s 283 (written resolutions of private companies), s 561 (statutory pre-emption rights on allotment of new shares), s 994 (unfair prejudice remedy for minority shareholders). Drag-along clauses are typically set at 75% approval threshold. Deadlock mechanisms are governed by the contractual terms of the Shareholder Agreement itself rather than statute. Key drafting consideration: the Shareholder Agreement should include an express supremacy clause confirming that it prevails over the Articles in the event of any conflict. PSC obligations arise under the Companies Act 2006 Part 21A and the Register of People with Significant Control Regulations 2016 (SI 2016/339). Key cases: O'Neill v Phillips [1999] UKHL 24 (unfair prejudice - legitimate expectations of shareholders); Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 (just and equitable winding up in quasi-partnership companies).
* Disclaimer: We're nobody's lawyer, because we aren't lawyers. You are, so you know better than to take legal advice from an app. We also aren't accountants or dog trainers - just digital spirit guides taking zero liability for any of this. This site exists to gather the collective knowledge of practitioners like you. Verify everything and submit your feedback on the UK Corporate Shareholder Agreement matter plan to improve the playbook. THIS IS NOT LEGAL ADVICE, it's a request for input.
This legal matter plan provides a structured workflow for Corporate Law cases, outlining the standard PROC_TRANSACTIONAL process. Utilize these tracking templates to manage your legal cases efficiently.
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| Client name | matter.clientName | text | Required | inheritedmatter-core |
Verify client/shareholder identity, confirm no conflicts of interest exist, and obtain signed engagement letter.
Retrieve and review Articles of Association, share register, PSC register, and any existing shareholder agreements from Companies House.
Agree on drag/tag thresholds, good/bad leaver mechanics, deadlock clauses, IP assignment obligations, and minority protections.
Draft Shareholder Agreement, IP assignment deeds, Articles amendments, and special resolutions.
Fully execute Shareholder Agreement (as deed where company is a party) and pass special resolutions.
File resolutions and amended Articles at Companies House within 15 days. Update register of members and PSC register within 14 days.
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