What is a Deed of Adherence?

A Deed of Adherence is used when a new shareholder joins a company with a shareholders’ agreement already in place.

Deed of Adherence Template

How to create a Deed of Adherence

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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.

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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.

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.

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