What is a shareholders agreement?

It is an agreement between partners in which the owners of a company agree how to exercise their rights: vote, sell shares, leave the business and settle disputes. For a US LLC the equivalent is the operating agreement. Under Ukrainian law it is called a corporate agreement and is governed by article 7 of the Law On Limited and Additional Liability Companies.

Does a corporate agreement need to be notarised in Ukraine?

The law requires written form, and without it the agreement is void. A notary is needed for an irrevocable power of attorney securing the agreement, for deals with a share if a member has set that requirement, and for some state registration documents, such as the signature on a member's application to exit a Ukrainian LLC (TOV).

How does a shareholders agreement differ from the articles?

The articles are filed with the registry and bind the company and all members. Under Ukrainian law the content of a corporate agreement is confidential and binds its parties. So we put the basic rules into the articles, keep sensitive terms on buyouts, vesting and deadlock in the agreement, and make sure the documents are consistent.

Who can be a party to a corporate agreement?

The members of the company. Ukrainian law expressly allows the company itself and third parties, such as an investor or a lender, to join as additional parties.

Can a Ukrainian corporate agreement be governed by English or other foreign law?

Yes. The parties to a corporate agreement of a Ukrainian LLC (TOV) may choose the governing law in line with the Law of Ukraine On Private International Law. We check whether the key terms will work when enforced in Ukraine.

What happens if a partner sells a share in breach of the agreement?

Under Ukrainian law such a deal is void if the buyer knew or should have known about the breach. The agreement may also provide for a penalty and a call option on the share, and the final decision in a dispute rests with the court.

Can a founders agreement include a buyout of a partner's share?

Yes. Ukrainian law expressly allows setting the terms on which a member may or must buy or sell a share and the cases in which that right arises. This is how options, good leaver and bad leaver, drag-along and tag-along are documented.

What if the partners hold 50/50?

Set out a deadlock mechanism in advance: escalation, a mediator, a casting vote for an independent director or a buyout under the russian roulette mechanism. The choice depends on which partner is ready to buy out the other.

Does a US LLC need an operating agreement?

For a Delaware LLC the operating agreement is the main document on members' rights and management. The statute even allows an oral agreement, yet a bank, an investor and a court need a signed written text, so we always put it in writing.

How does a joint activity agreement differ from a corporate agreement?

Partners without a joint company sign a joint activity agreement under the Civil Code of Ukraine, while members of an existing company sign a corporate agreement. In a joint activity for business purposes, the participants are jointly and severally liable for common obligations.

How long does it take to prepare a partnership agreement?

Usually, in our experience, 3–8 weeks from interviews to signing, with the first draft in 1–2 weeks. Timing depends on the case, its details, the authorities and force majeure.

How much does a shareholders agreement cost?

The cost depends on the number of partners, the governing law, the languages, the investor mechanics and the number of negotiation rounds. We give an estimate within one business day of a short description of the task, and the first 10-minute call is free.

Shareholders agreement drafting ✓ founders and partners

We draft your shareholders agreement end to end: a written deal between partners on equity, control, exit and disputes for a Ukrainian LLC (TOV), a UK Ltd, a US LLC or corporation, or an EU company.

Since 2012 · 50+ jurisdictions · agreements in English, Ukrainian and Russian · first 10 minutes free

TelegramWhatsApp

In brief

A shareholders agreement is a contract in which the owners of a company agree how they vote, split profits, sell shares, settle disputes and leave the business. Startups often call it a founders agreement or co-founder agreement; for a US LLC it is the operating agreement. Under Ukrainian law it is called a corporate agreement.
For a Ukrainian LLC (TOV), the corporate agreement between members is governed by article 7 of the Law of Ukraine On Limited and Additional Liability Companies. It must be in writing, it may be paid or free of charge, and the company itself and third parties may join as parties. An agreement made without written form is void.
Under Ukrainian law the content of a corporate agreement is confidential unless the law or the agreement itself provides otherwise. A deal a partner makes in breach of the agreement is void if the other side knew or should have known about the breach.
Crystal Tax prepares the partnership agreement end to end: an interview with each partner, choice of governing law and instrument, the text in English, Ukrainian or Russian, alignment with the articles, signing, registry filings and ongoing support. Where local law requires a local lawyer or notary, we work with partners in that country.
Usually, in our experience, the first draft is ready 1–2 weeks after the partner interviews, and the agreed and signed document follows within 3–8 weeks. Timing depends on the case, its details, the authorities and force majeure.

Your situation

Pick the situation closest to yours: a short outline of the route and the first step.

Two founders, a 50/50 company

We set out who is responsible for what, which decisions need both partners and what happens in a deadlock. First step: a separate interview with each partner and a check against the articles.

Example. Two IT entrepreneurs from Lviv set up a Ukrainian LLC (TOV) with equal shares. We fix the budget each can spend without approval, a share buyout mechanism and the procedure if the partners fail to agree within 30 days.

Discuss this case →

Foreign company with partners from Ukraine

We choose the country and the company form, then the governing law and language of the agreement. From the start we check which partners fall under the Ukrainian CFC (controlled foreign company) rules.

Example. Three SaaS founders set up a company in the UK. We prepare the articles and a shareholders agreement in English with a Ukrainian translation and file the CFC notices in Ukraine.

Discuss this case →

An investor comes in and needs protected rights

We agree the investor's veto rights, information rights, tag-along and drag-along and the rules for new rounds. We check that the articles and the agreement are consistent.

Example. An investor from Poland takes a stake in a Ukrainian LLC (TOV). We prepare a bilingual corporate agreement, amendments to the articles and the registration of the new member.

Discuss this case →

A partner leaves and the stake must be bought out without court

We review the existing documents, value the stake and prepare a buyout or exit agreement. We see the registry changes through to the end.

Example. One of three co-owners of a logistics company relocates and exits the business. We agree the price and instalments and transfer the stake to the two remaining partners.

Discuss this case →

Working together without a joint company

For a project without a new company, a joint activity agreement fits: no legal entity is created under the Civil Code of Ukraine. We set out contributions, accounting, profit sharing and liability.

Example. Two Ukrainian sole proprietors (FOP) launch a joint education project. We prepare a joint activity agreement and work out with the accountants how to keep the books and pay taxes.

Discuss this case →

Family business planning for succession

We fix who manages the company, how heirs enter it and on what terms the others can buy out a stake.

Example. Brothers own a manufacturing business in Dnipro, and their children do not work in it. We set out an option to buy the stake from an heir using a valuation formula agreed in advance.

Discuss this case →

What our shareholders agreement service includes

A shareholders agreement done end to end covers everything from the first interview with the partners to a signed text that matches the articles and is filed with the registry where the law requires it.

Top view of a meeting table: a printed agreement with a pen, two cups of coffee, a laptop and the hands of two partners — Shareholders agreement: equity, control and exit are settled before any dispute starts

Partner interviews. We talk to each partner separately and to all of them together: contributions, roles, expectations, exit plans, attitude to investors.
Governing law and instrument. A corporate agreement under Ukrainian law, a shareholders agreement, an operating agreement, a founders agreement, or a joint activity agreement if there is no joint company.
Agreement text. Drafted in English, Ukrainian or Russian, in two parallel columns in two languages if needed.
Articles and constitutional documents. We check the agreement against the charter, the articles of association or the certificate of incorporation and prepare amendments so the documents stay consistent.
Equity and vesting. Share structure, founder vesting, good leaver and bad leaver terms, options for the team.
Exit and share sales. Pre-emption rights, drag-along, tag-along, call and put options, a share valuation formula.
Deadlock and disputes. A deadlock resolution procedure, choice of court or arbitration and governing law.
Intellectual property and confidentiality. Assignment of rights to code, brand and work product to the company, non-compete and non-solicit clauses where the law allows them.
Signing. Electronic signature, a notary where specific documents require one, an apostille for foreign documents.
Registry. In Ukraine we prepare and file changes with the Unified State Register when members or shares change. Abroad we do the same together with partners in that country.
Ongoing support. Amendments to the agreement for a new round, a partner exit or a change of structure.

The agreement is drafted by Crystal Tax lawyers, and where local law requires a licensed lawyer or notary, we bring in partners in that country. If a dispute goes to court, a partner advocate takes over representation, because under the Constitution of Ukraine court representation is, as a general rule, carried out by an advocate. We also prepare other business contracts: contract drafting.

What to include in a founders agreement: equity, vesting, exit, deadlock

A founders or partnership agreement covers what partners usually argue about: who makes decisions, how shares change, on what terms someone can leave and what happens when the partners cannot agree.

Management and voting

which decisions the director takes alone and which need the consent of all partners or a majority;
spending and transaction limits without approval;
who appoints the director and members of the supervisory board;
investor veto rights and information rights: reports, access to documents.

Equity and vesting

each partner's share and what it is given for: money, work, technology, connections;
vesting: a founder's share is earned gradually, usually monthly after an initial period called the cliff;
what happens to the share if a partner stops working for the company: a good leaver keeps more, a bad leaver sells the share at a reduced price;
an option pool for the team and the rules for issuing new shares.

Partner exit and share sales

the partners' pre-emption right to buy a share and the deadline to respond;
drag-along: when the business is sold, the majority can require the minority to sell on the same terms;
tag-along: the minority may join a sale on the majority's terms;
call and put options, a valuation formula, payment in instalments;
what happens on a partner's death, divorce or incapacity.

Deadlock

For a 50/50 company, deadlock has to be addressed in advance. Options include escalation to a partners' meeting, a mediator, a casting vote for an independent board member, the russian roulette mechanism, where one partner names a price and the other chooses to buy or sell at it, or a texas shoot-out with sealed bids. The right option depends on which partner has the money for a buyout.

Non-compete and intellectual property

non-compete and non-solicitation of clients and staff during participation and after exit, within the limits allowed by the governing law and the country of work;
assignment to the company of rights to code, brand, domains and work product created before and after its incorporation;
confidentiality of information about the company and about the agreement itself.

Disputes

We choose the governing law and the forum: a state court or arbitration. Under Ukrainian law, the parties to a corporate agreement may choose a foreign law in line with the Law of Ukraine On Private International Law. The choice of law affects which terms a court will uphold, so we check that each clause works under the chosen law.

Tell us about the company and the partners, and on a free 10-minute call we will discuss which agreement you need, under which country's law and where to start.

Shareholders agreement abroad and corporate agreement under Ukrainian law

A corporate agreement in Ukraine and a shareholders agreement abroad do the same job, while the form, the name and the level of disclosure depend on the country and the company type.

Country and entity	Document and law	Form and disclosure
Ukraine, LLC (TOV)	Corporate agreement Law of Ukraine On Limited and Additional Liability Companies, article 7	Written, otherwise the agreement is void Content is confidential unless the law or the agreement requires otherwise
United Kingdom, Ltd	Shareholders agreement Companies Act 2006 and contract law	Contract between shareholders Articles of association are available at Companies House, the shareholders agreement is usually private
US, Delaware LLC	Limited liability company agreement, or operating agreement Delaware Limited Liability Company Act, section 18-101	Written, oral or implied Only the certificate of formation with the name and registered agent is filed with the state, the law does not require filing the agreement
US, Delaware corporation	Stockholders agreement, voting agreement Delaware General Corporation Law, sections 122 and 218	Voting agreement: in writing and signed by the parties The certificate of incorporation is filed with the state Division of Corporations

United Kingdom. Every company must have articles of association, and anyone can inspect the documents at Companies House. A shareholders agreement stays a private document, with one exception: an agreement of all members that takes the place of a special resolution must be filed with the registrar within 15 days under sections 29 and 30 of the Companies Act 2006. So we move some terms into the articles and keep others in the agreement. A private company may exclude pre-emption rights on new share issues in its articles.

United States. For a Delaware LLC, the operating agreement is the main document: the statute covers any agreement of the members on the affairs of the company, written, oral or implied, and a member is bound by it even without signing. We always put it in writing. For a Delaware corporation, since 1 August 2024 section 122 expressly allows the company to enter into contracts with stockholders, including undertakings to refrain from certain actions without their consent. Such terms are unenforceable against the company to the extent they conflict with the certificate of incorporation. We keep the share records together with the Delaware stock ledger.

European Union. In EU countries a shareholders agreement follows local company law, and the articles are often certified by a notary. We run these projects with partners in the country after company registration abroad.

If a foreign company is owned by Ukrainian tax residents, each partner holding more than 10 percent may fall under the Ukrainian CFC rules when Ukrainian residents together own 50 percent or more. We take this into account when splitting the shares.

Joint activity agreement under Ukrainian law: working without a joint company

A joint activity agreement suits partners who want to run a shared project without setting up a new company: under the Civil Code of Ukraine the parties undertake to act together toward a common goal without creating a legal entity.

Form. The agreement must be made in writing, a direct requirement of article 1131 of the Civil Code of Ukraine.
Two variants. With pooled contributions, which is a simple partnership, or without pooling, where each party puts resources into its own part of the project.
Contributions. Money, property, professional knowledge, skills, business reputation and connections all count as contributions. If the agreement is silent, contributions are deemed equal in value.
Property. Contributed property and the results of the joint activity become common shared property of the participants unless the agreement provides otherwise.
Liability. If a simple partnership is connected with business activity, the participants are jointly and severally liable for all common obligations. This is the main difference from a Ukrainian LLC (TOV), whose members, as a general rule, are not liable for the company's obligations.
Profit and costs. Profit is split in proportion to contributions unless the agreement says otherwise. A term that deprives a participant of a share of profit or fully releases them from costs is void.
Exit. From an agreement of indefinite duration, a participant can withdraw by giving at least three months' notice.

The Commercial Code of Ukraine ceased to be in force on 28 August 2025 under Law No. 4196-IX, and the main rules on joint activity are now in the Civil Code.

Joint activity has its own tax accounting rules: the Tax Code of Ukraine treats the participants as a separate person within that activity, and an authorised participant keeps the accounts separately from its main business. We work out with the Crystal Tax accountants which regime applies in your case and whether the agreement has to be registered with the tax authority before signing. When the project grows, we move it into a Ukrainian LLC (TOV) or a foreign company with a shareholders agreement.

How long it takes to draft a shareholders agreement

Usually, in our experience, a shareholders agreement takes 3–8 weeks from the first interview to signing, and most of the time goes into agreeing terms between the partners. Timing depends on the case, its details, the authorities and force majeure.

Stage	Usually, in our experience
Partner interviews, choice of law and instrument	3–7 business days
First draft of the agreement	1–2 weeks after the interviews
Negotiation between partners and with the investor	1–4 weeks, depending on the number of revision rounds
Translation and bilingual version	In parallel with negotiation
Signing	A few days with electronic signatures, longer when signing in different countries

The notary and the registry are separate steps. In Ukraine the law requires written form for the corporate agreement itself, and a notary is needed for an irrevocable power of attorney, in cases where a member has required notarisation of deals with their share, and for some state registration documents, such as the signature on a member's application to exit a Ukrainian LLC (TOV). Changes of members and shares are registered in the Unified State Register, and a member is treated as having left the LLC from the date the exit is registered. Apostilles and translation of foreign documents add time that depends on the country of signing.

What drives the cost of a shareholders agreement

We price each shareholders agreement for the specific case: the cost depends on the number of partners, the governing law and how much negotiation there is between the parties.

the number of partners and investors, and whether they are individuals or companies;
the governing law and the countries where the company is registered and the partners live;
languages: one language or a bilingual text;
investor mechanics: options, vesting, veto rights, new rounds;
the number of negotiation rounds between the partners;
notary, apostille and translation of documents;
amendments to the articles and the state register when shares change hands.

We work under a written contract. We give an estimate within one business day of a short description of the task and send a quote with stages and timing.

Why clients trust us with their shareholders agreement

A shareholders agreement touches money, equity and the relationship between partners, and clients trust us with it for five reasons:

In business since 2012

For fourteen years we have registered and structured companies in 50+ jurisdictions. We know what registrars, banks and tax authorities expect from partners' documents from our own cases.

We deal with registrars and notaries

We prepare amendments to the articles and the register and work with registrars, notaries and partners in the country. From you we need decisions and signatures.

We see the matter through

We handle registrar and notary comments at no extra charge within the scope of our contract. If a local lawyer or advocate is needed, we bring in a partner, and we remain responsible to you under our contract.

One team for company, agreement, tax and accounting

Company registration, the shareholders agreement, the partners' taxes, including Ukrainian CFC rules, and accounting are handled by Crystal Tax lawyers and accountants in one team.

Contract and confidentiality

Scope, timing and confidentiality are set out in our contract. We disclose the terms of your partnership agreement only to those who must receive them by law or procedure.

How we prepare a shareholders agreement, step by step

We prepare a shareholders agreement in six steps. The partners provide answers to our questions, decisions on disputed points and signatures, and we handle the rest.

Flowchart of preparing a shareholders agreement: intro call, partner interviews, structure and law, draft agreement, negotiation, signing and registry — How Crystal Tax prepares a shareholders agreement

Intro call. A free 10-minute call: company, partners, country, urgency.
Interviews. Separate conversations with each partner and a joint meeting: roles, shares, exit, deadlock, investor.
Structure. We choose the law, the instrument and the language, decide what goes into the articles and what into the agreement, and check taxes and Ukrainian CFC exposure.
Draft. We prepare the agreement and the amendments to the articles with comments on each key clause.
Negotiation. We run revision rounds between the partners and the investor and explain the consequences of each option.
Signing and registry. We arrange signing, the notary and the apostille where needed, file the registry changes and stay on for ongoing support.

If the partners first need to agree on the business model and roles, we start with a strategy session and draft the agreement based on its results.

What we need to prepare the agreement

To prepare a corporate or shareholders agreement we need information about the company, about each partner and about how the partners see the business developing.

a registry extract and the articles, if the company already exists;
passport details or registration documents for each partner;
the current share split and any arrangements already made in messages or emails;
each partner's contribution: money, work, technology, clients;
plans: an investor, sale of the business, new partners, team options;
investor agreements and a term sheet, if there is one;
for foreign companies: country of registration and the partners' tax residence.

We give the exact list after the first interview. We arrange translations, apostilles and powers of attorney ourselves.

Corporate agreement under Ukrainian law: what article 7 says

Article 7 of the Law of Ukraine On Limited and Additional Liability Companies defines a corporate agreement as an agreement under which the members undertake to exercise their rights in a certain way or to refrain from exercising them.

the agreement is made in writing and may be paid or free of charge, an agreement that fails these requirements is void;
the company itself and third parties may be additional parties;
the date of conclusion and the term are set in the agreement;
the agreement may set the terms on which a member may or must buy or sell a share and the cases in which such a right or obligation arises;
an agreement that obliges members to vote as instructed by the company's management bodies is void;
the content of the agreement is confidential unless the law or the agreement provides otherwise;
a deal made in breach of the corporate agreement is void if the other side knew or should have known about the breach;
the parties may choose the governing law in line with the Law of Ukraine On Private International Law.

Related rules. To secure obligations under a corporate agreement, a member may issue an irrevocable power of attorney, which must be notarised. The members' pre-emption right to buy a share does not apply if the corporate agreement to which the member is a party provides so. A member holding less than 50 percent may leave a Ukrainian LLC (TOV) at any time without the consent of the others, and the company pays the value of the share within one year unless the articles set a different period. For joint-stock companies, similar rules are in article 29 of the Law of Ukraine On Joint-Stock Companies, in force since 1 January 2023.

Shareholders agreement terms: vesting, drag-along, tag-along, leaver

Shareholders agreement terms come from English-language practice and are used in agreements in any language.

Term	What it means	When you need it
Vesting	A founder earns their share gradually over several years of work	Startups, partners who contribute different amounts of time
Cliff	An initial period before which no vested share is earned	A new partner whose contribution is still unproven
Good leaver and bad leaver	Terms for buying out a departing partner's share depending on the reason for leaving	Partners who work in the company
Drag-along	When the company is sold, the majority requires the minority to sell on the same terms	Plans to sell the business, investor entry
Tag-along	The minority may sell its share together with the majority on the same terms	Minority partners and investors
Right of first refusal	The partners have the first right to buy a share offered for sale	Almost always
Russian roulette, texas shoot-out	Deadlock exit mechanisms based on a buyout price offer	50/50 companies
Non-compete, non-solicit	Ban on competing and on poaching clients and staff	Partners with access to clients and technology
IP assignment	Transfer to the company of rights to code, brand and work product	IT, products, brands

How to order a shareholders agreement

Write two or three sentences about the company, how many partners there are and in which country, and what the agreement should settle. We assess the task within one business day and suggest the instrument, the governing law and the timeline. The first 10-minute call is free, a detailed 30-minute consultation costs €100.

Other legal services

Legal support for international businessContracts, corporate changes and legal matters for companies in different countries.Learn more →

Company registration abroadChoosing the country and company form for the partners' business, registration end to end.Learn more →

Ukrainian CFC reportingNotices and the annual controlled foreign company report to the tax service of Ukraine.Learn more →

Strategy session for businessThe partners agree the business model, roles and plans before the agreement fixes them.Learn more →

Sources

Law of Ukraine On Limited and Additional Liability Companies, articles 7, 8, 20, 21, 24; Law of Ukraine On Joint-Stock Companies No. 2465-IX, article 29; Civil Code of Ukraine, chapter 77 Joint Activity; Tax Code of Ukraine, subparagraph 14.1.139, paragraph 64.6, article 39-2; Companies Act 2006, sections 29 and 30; Companies Act 2006, sections 561 and 567; Delaware Limited Liability Company Act, section 18-101; Delaware General Corporation Law, section 122; Delaware General Corporation Law, section 218; Delaware Senate Bill 313, 2024. Content checked and updated on 27.09.2026.

Page rating

5 / 5

Your situation

What our shareholders agreement service includes