A South African shareholders' agreement you can customize and download in minutes

A shareholders' agreement is the contract the owners of a company sign to record how the company will be owned, governed and managed, and to regulate their relationship as shareholders. This template is a standard, plain-English format for South African companies, drafted around the Companies Act 71 of 2008 and CIPC practice. It is entered into under section 15(7) of the Act, so it is designed to work alongside the company's Memorandum of Incorporation (MOI) - where they conflict, the Act and MOI prevail, and the shareholders agree to align the MOI where needed.

Just answer a few simple questions - the company and its business, the shareholders and their shareholdings, the board and voting thresholds, the distribution policy and the arbitration seat — and your personalized shareholders' agreement is generated instantly, with a shareholding schedule, ready to download as PDF or Word.

What this shareholders' agreement includes

- Clear identification of the Shareholders (up to four named parties) and the Company (private company / (Pty) Ltd, with registration number and registered office)

- The share capital and shareholding in ordinary no par value shares, with a Schedule 1 cap table and a pre-emptive right on new share issues

- The Board of Directors - size, each qualifying shareholder's right to appoint a director, quorum and voting

- Shareholders' meetings and voting, and a list of Reserved Matters requiring a Special Resolution (special majority)

- Funding (including shareholder loans), a distribution / dividend policy subject to the solvency and liquidity test, and clear rules on restrictions on transfer and pre-emptive rights (right of first offer)

- Tag-along (come-along) and drag-along rights, and a permitted-transfers clause with a deed of adherence

- A deadlock procedure, confidentiality, and a restraint of trade / non-solicitation clause drafted to be reasonable and enforceable

- Term and termination, the relationship with the MOI (section 15(7) - the agreement must be consistent with the Act and MOI), dispute resolution by arbitration under the Arbitration Act 42 of 1965, a domicilium notices clause, and a South African governing-law clause

- An execution block for each shareholder, the company and a witness

How to create your shareholders' agreement

1. Open the template and click Generate.

2. Answer the guided questions — the company and business, the shareholders and their shares, the board and voting thresholds, the distribution policy, and the arbitration seat.

3. Generate the document — your details are merged into the agreement and schedule automatically.

4. Review and download as PDF or Word, then have each shareholder and the company sign before a witness, and check the agreement against your MOI.

Who is this shareholders' agreement for?

Founders, co-owners, investors and small businesses setting up or reorganizing a private company ((Pty) Ltd) in South Africa who want to agree, in writing, how the company will be run and how shares can be transferred or exited. It suits two-to-four-shareholder companies and joint ventures, and is built to sit alongside the company's registered MOI.

Disclaimer: This template is provided for convenience and general information only and is not legal advice. Under section 15(7) of the Companies Act 71 of 2008, any provision of a shareholders' agreement that is inconsistent with the Act or the company's MOI is void to the extent of the inconsistency, so the agreement must be read together with your MOI. For companies with outside investors, B-BBEE requirements, unusual share classes or high-value arrangements, have the final agreement reviewed by a qualified South African attorney before signing.

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What's included

- Professional formatting and layout

- Easy customization with guided questions

- Multiple export formats: pdf, docx

- Standard clauses aligned with South African company law (Companies Act 71 of 2008)

- Instant download after generation

#stockholders agreement template templates

Shareholder Agreement Template (South Africa)