Bind an incoming shareholder to the rules already in place

The problem is often not the share issue or transfer itself, but the gap it leaves behind if the incoming shareholder is not properly bound by the existing rules. That can create uncertainty around voting, transfer restrictions, drag and tag rights, confidentiality obligations or exit mechanics. If your shareholders agreement expects new holders to sign a deed of adherence and that step is missed, enforcement can become more complicated later. Completion may also depend on the company records and any existing shareholder arrangements being consistent with the proposed entry.

It usually identifies the incoming shareholder, refers to the existing shareholders agreement or constitution, and records that the new party agrees to be bound by those terms from a stated date. Depending on the setup, it may also refer to the number or class of shares being acquired and any execution requirements needed for the document to operate properly with your current governance framework. The aim is not to restate the whole shareholders agreement, but to connect the new shareholder to it in a legally effective way.

The drafting depends on the company documents already in place and on how the new shareholder is entering. We usually need to see the current shareholders agreement or constitution, details of the incoming holder, the relevant share class and whether the shares are being issued or transferred. It also matters whether there are pre-emption rights, board or shareholder approvals, or older company records that need to line up with the new step. Completion may depend on those records being available and internally consistent.

A generic template may not match the wording, definitions or execution mechanics in your existing shareholders agreement or constitution. That matters because a deed of adherence only works properly if it ties into the underlying documents in the right way. If your company has multiple share classes, bespoke transfer rules or older governance documents, a one-size-fits-all form can miss important details. Tailored drafting helps address those issues, while tax and accounting consequences of the wider transaction may still need separate advice from your accountant or adviser.

No. This service is centred on the deed of adherence itself and the consistency check against your existing governance documents. It does not include full transaction management, ongoing representation or broader tax advice on the shareholder entry. If you also need a share subscription agreement, share sale agreement, constitution update or wider advice on the transaction steps, that can be scoped separately. Keeping this service document-specific helps if the main issue is making sure the incoming shareholder is properly bound by the existing rules.

As an online law firm, we eliminate the headaches of paying us by the hour and finding time to meet with a lawyer in person. We charge a fixed fee, with upfront quotes and transparent pricing, and communicate via phone, email and video chat - whichever suits you! You'll be guided through our process by our expert lawyers, who are Australian-qualified and specialise in technology, intellectual property, contract drafting, corporate and commercial law.

At Sprintlaw, our pricing is transparent and designed for startups and small businesses. Many one-off legal services, including document drafting and reviews, are provided for a fixed fee with an upfront quote before you proceed.

Prices typically range from $250 to $2,500 AUD depending on the complexity and scope of the work. For ongoing support, Sprintlaw Memberships include options such as legal templates, consultations, a legal helpline and credits for services.

If your project is larger or more complex, we will provide a tailored quote after understanding what you need.

Our law firm operates completely online, which means we can help you wherever you are in Australia. We work at The Commons Central - a cool co-working space in Chippendale, Sydney - but our lawyers often work flexibly across various locations.

Our lawyers also work from co-working spaces and home offices in Sydney, Melbourne, Brisbane, Adelaide and Perth, so clients can get help online without needing to meet in person.