Shareholders Agreement Template for the US: Clauses and Law That Apply (2026)

What is a US shareholders agreement, and when do you need one? A US shareholders agreement, often called a stockholders agreement when the company is a Delaware corporation, is a contract among the owners of a corporation (and usually the company itself) that sets how they will run and share the business. It covers board seats, voting, transfer of shares, what happens if an owner wants out, and how deadlocks are broken. You need one whenever a corporation has more than one owner and the owners want certainty beyond the bare minimum in the charter and bylaws. The term "shareholder" and "stockholder" mean the same thing; Delaware's statute uses "stockholder," so Delaware companies tend to use that word. This article is general guidance, not legal advice. Corporate law is state law, Delaware law in particular has changed recently, so have a qualified professional review an agreement before you rely on it. Last verified October 2026. ## US shareholders agreement template Copy the block below and fill the bracketed fields. ```

SHAREHOLDERS AGREEMENT This Shareholders Agreement ("Agreement") is made on [DATE] AMONG: [COMPANY NAME], a [STATE] corporation (the "Company") AND the shareholders listed in Schedule 1 (each a "Shareholder") 1. SHARES Schedule 1 lists each Shareholder's shares and percentage. The Agreement binds shares a Shareholder holds now or later. 2. BOARD AND VOTING The board has [N] directors. [Shareholder X may appoint [N] directors.] The Shareholders agree to vote their shares to give effect to this Agreement. 3. RESERVED MATTERS The Company will not do the following without [supermajority / specified] shareholder approval: issue new shares, borrow above [amount], sell the business, change the charter, or pay dividends. 4. TRANSFER RESTRICTIONS A Shareholder may not transfer shares except as this Agreement allows. Transfers are subject to the right of first refusal in clause 5. 5. RIGHT OF FIRST REFUSAL A Shareholder who wishes to sell must first offer the shares to the other Shareholders [and/or the Company] on the same terms, who may buy them within [N] days. 6. TAG-ALONG AND DRAG-ALONG Tag-along: if a majority Shareholder sells, the others may join on the same terms. Drag-along: if holders of [X]% agree to sell, they may require the rest to sell on the same terms. 7. NEW SHAREHOLDERS Anyone who receives shares must sign up to this Agreement before the transfer is registered. 8. INFORMATION RIGHTS Shareholders receive [financial statements] [quarterly] and reasonable access to records. 9. DEADLOCK If the board or Shareholders are deadlocked on a reserved matter, the parties will [mediate, then use a buy-sell / escalation procedure]. 10. BUY-SELL ON EXIT On a Shareholder's death, insolvency, or departure, the Company or the other Shareholders may buy that Shareholder's shares at [value set by [method]], paid [terms]. 11. CONFIDENTIALITY AND GOVERNING LAW Shareholders keep Company information confidential. This Agreement is governed by the laws of the State of [STATE]. Signed - the Company and each Shareholder: __________ Name / date

- **Reserved matters (clause 3).** List the big decisions that need extra approval, such as issuing shares, big borrowing, selling the business, or changing the charter. This protects minority owners.
- **Transfer restrictions and right of first refusal (clauses 4 and 5).** Control who can become an owner by making a seller offer shares to existing owners first. Transfer restrictions must usually be noted on the share records to bind buyers.
- **Tag-along and drag-along (clause 6).** Tag-along protects minority owners in a sale; drag-along lets a majority deliver a clean 100 percent sale. Set the thresholds carefully.
- **Buy-sell on exit (clause 10).** Agree a valuation method and payment terms now, so an owner's death or departure does not trigger a dispute or a forced sale. ## Common mistakes to avoid - Putting rules that limit the board's power only in the shareholders agreement when, under some state law, they belong in the charter.
- No transfer restrictions, so an owner can sell to anyone, including a competitor.
- No buy-sell or valuation method for an owner's exit or death.
- Drag-along and tag-along thresholds that do not line up, leaving gaps.
- Forgetting to make new shareholders sign up before their shares are registered. ## A note on jurisdiction and current law - **State corporate law governs.** A corporation is governed by the law of the state where it is incorporated, and many US companies incorporate in Delaware. Shareholders agreements sit alongside the certificate of incorporation and bylaws, which take priority on governance matters.
- **Delaware and the Moelis decision.** In 2024 the Delaware Court of Chancery held in the Moelis case that certain governance provisions, which took decision-making power away from the board, were invalid when placed in a stockholder agreement rather than the certificate of incorporation. In response, Delaware amended its corporate statute, effective August 2024, to add Section 122(18), which expressly lets corporations agree by contract to restrict their own actions or require consent before acting. Agreements purely among stockholders about how they vote and transfer shares were not affected. The practical lesson is to put board-limiting governance in the charter, or use the new statutory contract power carefully. <!-- [VERIFY: Delaware DGCL Section 122(18) and post-Moelis case law continue to develop; confirm current text and decisions as of October 2026] --> Last verified October 2026.
- **Shareholder vs stockholder.** The words mean the same thing. Delaware's statute says "stockholder," so Delaware documents use that term; other states and the Model Business Corporation Act often say "shareholder."
- **Transfer restrictions.** Restrictions on transferring shares must usually be conspicuously noted on the share certificate or the company's records to bind a buyer. ## Where a contract workspace helps A template gets you a sound shareholders agreement. The ongoing work is keeping the cap table, transfer rules, and board terms in step as owners change, checking each amendment against the charter, and keeping signed versions straight. The same drafting, reviewing and tracking can live in one AI workspace tuned to how your company is owned and run, holding the agreement as linked clauses, showing where each change carries risk, allowing plain-language edits, and keeping a record of every version. [Adira](https://adiralaw.com) is one tool that keeps a shareholders agreement in a single workspace this way. The template alone is enough to put a fair agreement in place; a workspace simply joins drafting, review, and tracking into one job.