What is included and what is not

Included

  • Shareholders' agreement covering board composition, reserved matters, share transfers, pre-emption, drag-along and tag-along, leaver provisions, deadlock, dividends, information rights and exit
  • Amendments to the constitution, articles, memorandum or bylaws so that the company's constitutional documents match the agreement
  • Deed of adherence for future shareholders
  • Board and shareholder resolutions adopting the agreement and amendments
  • Review and sign-off by a lawyer admitted in the jurisdiction
  • One round of amendments after your internal review
  • Term sheet summary for shareholders before they sign

Not included

  • Negotiation between shareholders or representation of one shareholder against another
  • Investor-led financing documents (subscription agreement with investor protections is a separate product)
  • Valuation of shares for leaver or transfer pricing purposes
  • Government filing fees for amended constitutional documents

Review levels

Workflow draft
Product priceas listed, per jurisdiction
  • Drafted on the LegalMatrix workflow from the approved clause library and your intake answers
  • Checked by the LegalMatrix legal team for consistency and completeness
  • Delivered as an editable document with a clause-by-clause note
  • Document preparation: no lawyer sign-off, no legal advice
Lawyer review and sign-off add-on
+ US$350 and upper jurisdiction; 30% of the product price for larger documents
  • A lawyer admitted where the document will be used reviews, revises and signs off
  • Enforceability check for that jurisdiction: governing law, formalities, mandatory rules
  • Reviewer's name, admission and date on the document; 20-minute call included
  • Covered by the practising entity's professional indemnity

Counterparty Contract Review, the Negotiation Playbook and the Successor Programme Document Set include lawyer review in the price. IP filings are made by registered practitioners and are not offered without one.

Who it is for

For

  • Co-founders formalising ownership and decision-making
  • Family companies admitting a successor or non-family executive to the register
  • Joint ventures between two corporate groups

Not for

  • Venture financing rounds with institutional investors (use the subscription and share transfer product with investor terms)
  • Listed companies

What the document does

Clause summaries. The product delivers the drafted and reviewed document, not a template.

Board composition and appointment rightsFixes board size, who may appoint and remove directors, chair and casting vote, and quorum.
Reserved mattersLists decisions that need shareholder or supermajority consent, such as new share issues, borrowing, budgets and changes of business.
Share transfer restrictions and pre-emptionRequires shares to be offered to existing shareholders first, with a valuation and acceptance mechanism.
Drag-along and tag-alongLets a majority require minorities to join an exit, and lets minorities join a majority sale on the same terms.
Good leaver and bad leaverSets what happens to a departing shareholder-employee's shares and at what price.
Deadlock resolutionProvides escalation, mediation and a buy-sell mechanism for a two-party deadlock.
Dividend and distribution policyStates how profits are distributed and any priority or reinvestment policy.
Information and audit rightsGives shareholders management accounts, annual accounts and inspection rights.
Non-compete and confidentialityRestricts shareholders from competing while holding shares and for a period after, where enforceable.
Governing law, disputes and precedenceChooses law and forum and states that the agreement prevails between shareholders over the constitution.

How it runs

  1. Intake

    A questionnaire and a 45-minute call capture the ownership, roles, funding, decision rights and exit expectations of each shareholder, and the jurisdiction.

  2. First draft

    The LegalMatrix workflow produces the agreement, constitutional amendments, deed of adherence and resolutions from the jurisdiction's clause library.

  3. Professional review

    A lawyer admitted in the jurisdiction checks the agreement against the Companies Act (or equivalent), the existing constitution and any statutory pre-emption rules, and signs off.

  4. Signature

    After one round of amendments, signature-ready versions are issued with a signing order (resolutions first, then agreement, then adherence deeds).

  5. Record update

    GoGoTrust files the amended constitution with the registry, updates the register of members and cap table, and records the agreement in the company's minute book.

✓
Signed off by
A lawyer admitted in the jurisdiction reviews and signs off the agreement and constitutional amendments before release.

Price by jurisdiction

JurisdictionPriceWith lawyer sign-off
SingaporeUS$4,500US$5,850
Hong KongUS$4,500US$5,850
JapanUS$4,500US$5,850
TaiwanUS$4,500US$5,850
United StatesUS$4,500US$5,850
CanadaUS$4,500US$5,850
AustraliaUS$4,500US$5,850
New ZealandUS$4,500US$5,850
United KingdomUS$4,500US$5,850
MaltaUS$4,500US$5,850

Questions

Why do we need to amend the constitution as well?

A shareholders' agreement binds only the people who sign it. Transfer restrictions and reserved matters also written into the constitution bind the company and future shareholders and are visible to the registry. The product does both.

Can one agreement cover a holding company and its subsidiaries?

The agreement is prepared for one company in one jurisdiction. Groups usually place it at the holding company and manage subsidiaries through board control; intercompany documents cover the rest.

What is a good leaver price?

Typically fair value, with bad leavers receiving the lower of cost and fair value. The intake lets you choose the triggers and the valuation route, and the review note explains the enforceability limits in the jurisdiction.

Do you act for all the shareholders?

LegalMatrix prepares the company's agreement on instructions from the company; it does not represent individual shareholders against each other. Each shareholder may take independent advice before signing and the term sheet summary is designed to make that efficient.

Will it work for a family company?

Yes. Family companies commonly add succession, family council and dividend policy provisions; see the LegalMatrix guide on shareholders' agreements for family companies.

How long is a drag-along threshold?

Thresholds are a percentage, not a time. Seventy-five per cent is the common starting point for founder companies; the intake lets you set it.

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