Shareholder Agreement Essentials

Agree the rules while you still agree.

Most shareholder disputes are not about money. They are about control, expectations and exits that nobody wrote down. A shareholder agreement records the answers while relationships are good. In South Africa, a company has a Memorandum of Incorporation (MOI) and may also have a shareholders' agreement. The MOI is a public constitutional document filed with CIPC. The shareholders' agreement is private, and can go further on commercial terms, as long as it is consistent with the MOI and the law.

What it covers

1. MOI and shareholders' agreement
2. Control and decision rights
3. Funding and dividends
4. Transfers: pre-emption, tag and drag
5. Deadlock and disputes
6. Leavers, death and disability
7. Restraints and protection
8. Drafting checklist

About this guide

Written by the BlackLeaf team, this is the 2026 edition: 11 pages, free to read online or download as a PDF. It is general information for South African owners, boards and families, and is not legal, tax or investment advice. Speak to a qualified adviser before you act on it.

How BlackLeaf can help

BlackLeaf advises owner-managed and mid-market groups on capital structure, group architecture, valuation methods and shareholder arrangements.

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