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
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:
2. Waiver & Release
3. Further Action
5. Effect of Termination
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
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