Shareholders' agreement template (Uganda)

Standard document Business & company Updated 9 June 2026 AI-generated

In brief

A precedent shareholders’ agreement regulating the relationship between a company’s shareholders.

When to use this

When two or more shareholders want to govern their relationship beyond the articles.

When a bespoke document is needed instead: For complex investments or multiple share classes — take bespoke advice.

The template

A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.

Title

SHAREHOLDERS’ AGREEMENT

Date & parties

THIS AGREEMENT is made on [DATE]

BETWEEN [SHAREHOLDER A], [SHAREHOLDER B] (together “the Shareholders”)

AND [COMPANY NAME] (Registration No. [RIN]) (“the Company”).

1. Definitions & interpretation

1.1 “Shares” means shares in the Company; “Reserved Matters” means the decisions listed in clause 4; “Transfer” means any disposal of Shares; “Articles” means the Company’s articles of association.

2. Shareholding & capital

2.1 The shareholding is [A: …%, B: …%]. 2.2 Any further capital is provided [pro rata / as agreed]; a Shareholder is not obliged to provide further capital unless agreed in writing.

3. Governance

3.1 The board comprises [composition]; each Shareholder holding [%] may appoint [number] director(s). 3.2 Board meetings require a quorum of [number] and decisions are by [majority], save for Reserved Matters.

4. Reserved matters

4.1 The following require the prior written consent of [threshold / each Shareholder]: altering the Articles or share capital; issuing or transferring Shares; borrowing above UGX [LIMIT]; disposing of a material asset; declaring dividends; and winding up.

5. Share transfers & pre-emption

5.1 A Shareholder wishing to sell Shares shall first offer them to the other Shareholders at the offered price (pre-emption). 5.2 Transfers are subject to the Articles; the Company shall not register a transfer without a proper instrument of transfer.

6. Tag-along & drag-along

6.1 (Tag-along) If a majority Shareholder sells to a third party, the minority may require the buyer to also buy their Shares on the same terms. 6.2 (Drag-along) A [%] majority accepting a bona fide offer may require the others to sell on the same terms.

7. Minority protection & dividends

7.1 Minority protections are the Reserved Matters and information rights in clause 8. 7.2 Dividend policy: [the Company distributes [%] of distributable profits, subject to the law and prudent reserves].

8. Information & confidentiality

8.1 Each Shareholder is entitled to the Company’s accounts and management information. 8.2 The Shareholders keep the Company’s confidential information secret.

9. Deadlock

9.1 A deadlock on a Reserved Matter is resolved by [escalation to the Shareholders’ representatives, then mediation, then a buy-out / sale mechanism].

10. General

10.1 This Agreement prevails over the Articles between the Shareholders (and the Articles will be amended to match where lawful). 10.2 Entire agreement; variation in writing; no waiver; severability; governed by the laws of Uganda; disputes resolved by negotiation, then arbitration or the courts of Uganda.

Execution

Shareholder A: ____________ Date: ________ Witness: ____________

Shareholder B: ____________ Date: ________ Witness: ____________

For the Company: ____________ (Director) ____________ (Director / Secretary)

Drafting notes

Align with articles: Make sure the Agreement is consistent with the Articles; amend the Articles where needed, and state which prevails.
Pre-emption & transfers: Set clear pre-emption, tag-along and drag-along rules — a transfer needs a proper instrument and is subject to the Articles.
Reserved matters: List the decisions needing higher approval to protect minorities, and set the threshold.
Deadlock: Provide a deadlock mechanism so the Company is not paralysed.
Dividends & information: State the dividend policy and information rights to align expectations.

Execution requirements

All Shareholders (and the Company) sign, with witnesses.
Share transfers require a proper instrument of transfer and are subject to the Articles (Companies Act ss.83–84).
Amend the Articles to reflect the agreed governance where lawful, and keep the register of members up to date.

Governing law & citations

Governed by the Companies Act, Cap. 106 (2023 Revision), and the general law of contract.

Companies Act, Cap. 106 (2023 Revision) — ss.83, 84.

Standard document · Business & company. Actively maintained. Last reviewed 9 June 2026; next review due 9 June 2027. This resource is a practitioner orientation and general information, not legal advice, and does not create an advocate–client relationship. It is AI-generated. Ugandan law changes and chapter and section numbers were revised in the 2023 Laws of Uganda. Verify every statute, rule, form, fee and authority against the current primary source — and the specific facts of your matter — before relying on it.