Why the constitution isn't enough
An Irish company's constitution under the Companies Act 2014 binds the company and its members — but it is a public document, amendable by special resolution, and silent on the things co-owners actually fall out over: what happens when someone wants out, dies, divorces, stops working, or simply disagrees. A shareholders' agreement is private, amendable only with the signatories' consent, and written precisely for those moments.
What we draft into it
- Decision-making — reserved matters needing unanimity or super-majority (borrowing, new shares, selling the business, directors' pay)
- Share transfers — pre-emption rights so shares are offered inside first, and permitted transfers (family, holding companies) defined tightly
- Good and bad leaver provisions — what a departing shareholder's shares are worth and when they must sell, especially where shareholders also work in the business
- Drag and tag rights — majority can deliver a whole-company sale; minority cannot be left behind on one
- Deadlock resolution — escalation, mediation, and a chosen mechanism (shoot-out provisions, expert valuation) for genuine 50/50 impasse
- Valuation machinery — how shares are priced when any of the above bites; "fair value by the auditor" needs far more definition than it usually gets
- Dividends, information rights, restrictive covenants — and funding obligations if the company needs more money
When to put one in place
At incorporation, ideally; at any investment round, necessarily; and before any of the foreseeable stress events — a shareholder approaching retirement, a marriage, a sibling joining the business — at the latest. Retro-fitting an agreement during a dispute is usually impossible: the leverage has already crystallised.
Already in a shareholder dispute?
This page is about prevention. If the dispute has arrived — deadlock, oppression, exclusion from management — our company law practice acts in shareholder and director disputes: companysolicitor.ie.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →
Frequently asked questions
Is a shareholders' agreement legally required in Ireland?
No — and that is why so many companies don't have one until it's too late. The Companies Act 2014 constitution governs by default, and its defaults are not designed for your particular co-ownership.
We're 50/50 partners. What happens in deadlock without an agreement?
Potentially: nothing can be decided, the company drifts, and the ultimate legal remedies are blunt — including court applications and, in extremis, winding up. A deadlock mechanism agreed in advance is precisely what avoids that cliff.
Can a shareholders' agreement override the constitution?
Between its signatories, a well-drafted agreement effectively governs — and it should be prepared alongside matching amendments to the constitution so the two documents pull in the same direction rather than contradicting each other.
Talk to a solicitor who reads contracts for a living. Call Mary Molloy Solicitors today.
Whether you are drafting terms for your business, handed a contract to sign, or unsure what a clause commits you to, an early conversation costs little and prevents a lot.
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