Deed of Adherence

Deed of Adherence Meaning

When a new person or entity joins a company with a shareholders’ agreement in place, they may be required to sign up to the shareholders’ agreement as well. A Deed of Adherence or (Deed of Accession) makes this possible. It is signed by all the shareholders of the existing shareholders’ agreement, together with the incoming shareholder, and ensures that the new shareholder agrees to all the terms and conditions agreed in the existing Shareholders’ Agreement.

A Deed of Adherence is a document by which a person/entity becomes a party to an existing Shareholders’ Agreement.

A Deed of Adherence is used when a person/entity becomes a shareholder of a company (by subscribing new shares or by acquiring existing shares) where a Shareholders’ Agreement is already in place.

By executing a Deed of Adherence, the new shareholder becomes a party to the existing Shareholders’ Agreement, and is bound by all the terms of that agreement.

Who Needs to Sign a Deed of Adherence?

A Deed of Adherence should be signed by any shareholder joining a company that has a shareholders’ agreement already in place. This means that if you are investing in a company or buying shares in a company, you should ask if there is a shareholders’ agreement already.

What are the main issues for a company when signing a deed of adherence?

Getting a new shareholder on board can be exciting for both new and existing shareholders. But it is important to remember that both parties have their own interest. One of the main issues that can arise for a company when signing a deed of adherence is a conflict with the new shareholders regarding the terms of the shareholder’s agreement. Depending on the leverage they hold, investors can try and get their way around existing shareholders’ agreements which might not always be agreeable with the shareholders.

Use of Deed of Adherence

A deed of Adherence is a supplementary legal document that is used to bind a new party or shareholders in a company to the existing shareholder’s agreement. This is applicable when the shares have been acquired from existing shareholders as well as when one subscribes to new shares in a company. 

What does a deed of adherence contain?

Some important clauses to look out for in a Deed of Adherence are:

• Background Information: details such as names and dates of the related companies are mentioned here. It should mention whether the shares have been transferred or new shares issued. 
• Interpretation: The main terms that are used in the agreement are mentioned here.
• Adherence: This clause mentions that the new shareholder has received and agrees to be bound by the shareholder’s agreement.
• No release: This is an important clause if a share is being transferred, as it holds the transferor accountable for any liability he is tied to. For new shares, this section does not apply.
• Law and jurisdiction: the regional laws governing the document must be specific. 

Advantages of Including a Deed of Accession in a Shareholders Agreement

The deed of Accession is most important in allowing new shareholders to be equal to the existing shareholders in terms of responsibilities as well as benefits. Apart from this, it is quite advantageous to have a deed of accession in a shareholder’s agreement as the terms of a Shareholders Agreement are only binding to those who sign it and so a deed of accession will ensure that all new shareholders get the same treatment.

Further, deeds of accession save resources. Drafting a new shareholders agreement each time a new shareholder is incorporated can be a painstaking task, it can take up time and money. With a deed of accession, there is no need to draft a new shareholders’ agreement each time a new shareholder comes on board.

Deed of Adherence Vs. a Shareholders Agreement

A Shareholders’ Agreement is a contract between all of the main shareholders of a company to regulate their relationship, determine how shares are controlled, and govern the way executives run the business.

Drafting and agreeing to a new Shareholders’ Agreement is not usually needed for one additional shareholder. To quickly agree on the same terms, a company uses a Deed of Adherence which is a short document signed by all the original parties and the new incoming shareholder.  This way, there is no need to re-draft the Shareholders Agreement each time a new investor joins the company and wants to become a shareholder.

By executing a Deed of Adherence, new shareholders become a party to the Existing Shareholder’s Agreement and are bound by all the terms of that agreement.

Deed of Adherence template

The deed is a short-form agreement between all the original shareholders and the new incoming shareholder which makes it legal as if the new shareholder had signed the original agreement. Get the Deed of Adherence Template here.

Use a Zegal Deed of Adherence Sample 

Zegal’s extensive legal document library will help you draft essential documents like a Deed of Adherence. We also have lawyers on hand who can help you get the correct legal information when you need it.

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