Dissolution of Shareholder Arrangements

Deed of Termination of Shareholders’ Agreement


This Deed of Termination is intended for use when the parties to a shareholders’ agreement wish to terminate their shareholding arrangement. This may be for a variety of reasons, but will often be because a new investment is being made into the company and it is therefore necessary that a new shareholders’ agreement be put in place.

A deed of termination does not need to be a complicated agreement but all parties to the shareholders’ agreement being terminated will need to be parties to this deed. Perhaps most importantly, the deed should provide a waiver and release of each shareholder’s past, present and future liabilities from all claims against each other.

This template has been drafted as a deed in order to overcome any potential problem of lack of consideration as deeds are binding even without consideration.

As the effect of this agreement is to terminate the parties’ duties under the original shareholders’ agreement, a clause has been inserted regarding provisions that the parties may wish to preserve from the original shareholders’ agreement going forward. Customers will need to consider which clauses they may wish to preserve. Clauses such as confidentiality are often included within this category.

This Deed of Termination includes the following clauses:

1. Termination
2. Waiver & Release
3. Further Action
4. Costs
5. Effect of Termination
6. Counterparts
7. Governing law & jurisdiction

The document is in open format. Fields should be completed and wording in square brackets is optional and can be deleted or retained according to requirements.

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