Shareholder agreements · Founders + investors

    Lock in the rules before the relationship gets tested.

    Attorney-drafted shareholders' agreements between founders, investors, and co-owners. We draft vesting, transfer restrictions, ROFR, drag-along, tag-along, board composition, dividend policy, and deadlock resolution. Commercial terms stay your call; we put them into an enforceable contract.

    From $1,200 Standard SHA; complex multi-class deals quoted upfront

    Founders and an investor reviewing a shareholders' agreement at a conference table

    Rights defined

    Drag, tag, pre-emption

    Deadlock solved

    Exit mechanics set

    Cap-table clean

    Ownership clear

    Legal team
    GTC's corporate team
    Corporate & M&A counsel
    $2.5M+ raised10,747+ clients11 attorneys
    $2.5M+ raised10,747+ clients11 attorneys10+ years
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    How it works

    Three steps to a working SHA.

    1

    Founder-level structure call

    Sixty to ninety minutes. Who owns what, the vesting plan, the board structure, how deadlocks resolve, and the exit horizon. The structure is the hard part; the drafting follows from it.

    2

    Drafting + founder review

    The SHA is drafted to the agreed structure, in parallel with your articles so the two do not conflict. All founders review it before it goes out to investors, if applicable.

    3

    Negotiation + execution

    One round of investor or co-shareholder revisions is included. The final SHA is executed and stored in the company's corporate records, ready to bind new shareholders as they join.

    What it costs

    Flat-fee SHA drafting, quoted by scope

    Shareholder Agreement starts from $1,200. A standard founders' SHA is a flat fee, quoted before any work starts. Multi-class and multi-investor deals are scoped on the structure call and quoted upfront, so you approve the fee before drafting begins. Any government, registration, or filing fees are passed through at cost.

    What's included

    • Founder vesting and reverse-vesting terms (four-year, one-year cliff is standard)
    • Share transfer restrictions: lock-in, board approval, ROFR, and ROFO
    • Drag-along (forced sale) and tag-along (forced participation) clauses
    • Board composition, voting rights, observer rights, and reserved matters
    • Dividend policy and distribution waterfall mechanics
    • Deadlock resolution: buyout, shotgun, mediation, or arbitration
    • Founder departure: good-leaver, bad-leaver, and orderly-exit mechanics
    • Exit triggers: IPO, trade sale, and change of control
    • One round of investor or co-shareholder revisions
    Standard SHA (founders only, single class)
    Flat fee, quoted upfront
    Founders + first investors SHA (single investor class)
    Quoted by scope
    Multi-investor SHA (Series A, multiple investors)
    Quoted by scope
    Joint venture / multi-party SHA
    Quoted by scope
    SHA amendment (e.g. adding a new investor)
    Quoted by scope
    Government / registration / filing fees
    Passed through at cost

    GTC drafts the agreement and advises on legal structure. Commercial terms and the decision to proceed are the client's. This is not investment advice and no deal outcome is guaranteed.

    Get started

    Draft your shareholder agreement

    Tell us about the company and the shareholders and a GTC attorney will draft the SHA and email a flat-fee quote.

    No payment required Reply within 1 business dayA GTC attorney reviews it & sends a flat-fee quote.
    1. 01Brand details
    2. 02Documents
    3. 03Your details
    Already have an executed term sheet or a draft cap table? Share it and we can scope the SHA faster.

    Brand details

    1

    E.g. 'ACME Inc. — Series A SHA', 'Founders' Agreement — Beta Co'.

    2

    Drives standard provisions.

    3

    Helps us understand the negotiation dynamics.

    4

    List shareholders + their roles (founder / investor / employee). Brief description of each.

    5

    Pick all that apply.

    Why GTC

    Why founders draft the SHA with GTC.

    Legal team
    GTC's corporate team
    Corporate & M&A counsel
    Attorney-led

    Drafted by attorneys, not a template

    A GTC attorney drafts every clause to your cap table and stage. Vesting, ROFR, drag-along, tag-along, and reserved matters are tuned to the company, not pulled from a generic form.

    Aligned with your articles

    The SHA is drafted alongside your articles or bylaws so the private contract and the public corporate documents do not contradict each other. Conflicts between the two are where governance disputes start.

    Deadlock and exit built in

    Good-leaver and bad-leaver mechanics, buyout, shotgun, mediation, and arbitration paths are drafted before they are needed. Exit triggers for IPO, trade sale, and change of control are set up front.

    Investor-ready from day one

    Reverse-vesting, transfer restrictions, and board composition are drafted the way VC term sheets expect, so the SHA holds up when investors diligence it rather than needing a rewrite.

    Your Customer Success Team

    A dedicated team that owns your matter from start to finish.

    Every GTC client gets a dedicated Account Manager and a Senior Account Manager who learn your business and stay with you from first email to final filing. They are named people who pick up the phone and already know your matter, so every step moves forward without delay.

    Your Account Manager

    Your day-to-day point of contact, who coordinates every matter, keeps things moving, and already knows your file. They have your full history, so you start every conversation where the last one left off.

    Your Senior Account Manager

    Senior oversight on strategy and escalations, stepping in as your needs grow, so every important detail stays on track.

    A named person, on email or a call, at every step.

    Your dedicated GTC Customer Success Team

    How we compare

    GTC vs. the alternatives

    What you get GTC Online filing services Doing it yourself
    Attorney drafts to your cap table and stage Big-firm corporate team: yes, at a higher rate Big-firm corporate team: yes, at a higher rate
    Flat-fee quote before work starts
    SHA drafted in parallel with your articles DIY templates: no — conflicts go unnoticed DIY templates: no — conflicts go unnoticed
    Vesting, ROFR, drag/tag, reserved matters covered DIY templates: partial, generic clauses DIY templates: partial, generic clauses
    Deadlock and good-leaver/bad-leaver mechanics
    One round of investor revisions included

    Attorney drafts to your cap table and stage

    GTC
    Online filing services
    Big-firm corporate team: yes, at a higher rate
    Doing it yourself
    Big-firm corporate team: yes, at a higher rate

    Flat-fee quote before work starts

    GTC
    Online filing services
    Doing it yourself

    SHA drafted in parallel with your articles

    GTC
    Online filing services
    DIY templates: no — conflicts go unnoticed
    Doing it yourself
    DIY templates: no — conflicts go unnoticed

    Vesting, ROFR, drag/tag, reserved matters covered

    GTC
    Online filing services
    DIY templates: partial, generic clauses
    Doing it yourself
    DIY templates: partial, generic clauses

    Deadlock and good-leaver/bad-leaver mechanics

    GTC
    Online filing services
    Doing it yourself

    One round of investor revisions included

    GTC
    Online filing services
    Doing it yourself

    The timeline

    From structure call to executed SHA.

    The hard part is the founder-level conversation; once the structure is agreed, drafting is quick.

    1. Day 0

      Founder-level structure call

      Sixty to ninety minutes. Who owns what, the vesting plan, the board structure, how deadlocks resolve, and the exit horizon.

    2. ~1 week

      Drafting + founder review

      The SHA is drafted to the agreed structure, in parallel with your articles so the two do not conflict.

    3. 1 round included

      Investor / co-shareholder revisions

      One round of revisions from investors or co-shareholders is included in the fee.

    4. On signing

      Execution + records

      The final SHA is executed and stored in the company's corporate records, ready to bind new shareholders as they join.

    In their words

    All your legal, in one place.

    One accountable team across every practice, operating since 2016.

    $2.5M+
    M&A & fundraising
    10,747+
    Clients served
    11
    In-house attorneys
    10+
    Years since 2016

    Shareholder Agreement FAQ

    Frequently asked questions

    These terms are often used interchangeably. A founders' agreement is usually a lighter pre-incorporation document. An SHA is the formal post-incorporation governance contract. A shareholder rights agreement is an investor-side contract focused on minority-shareholder protections, often layered on top of an SHA. We draft whichever is right for your stage.

    Shareholder agreements

    Ready when you are.

    Draft the SHA properly — before the relationship gets tested. Book a structure call and a GTC attorney will draft the agreement and send a flat-fee quote.

    GTC counsel on a client consultation call

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