Sample Amendment to Shareholder Agreement

A shareholder agreement is a legal document that outlines the rights and responsibilities of shareholders in a company. It is a crucial document that helps protect the interests of all parties involved. However, sometimes circumstances change, and the shareholders may need to make amendments to the agreement.

An amendment to a shareholder agreement is a legal document that changes the provisions of the original agreement. It can be necessary when there is a change in ownership, a change in the business structure or operations, or a dispute between the shareholders. Here is a sample amendment to a shareholder agreement:


THIS AMENDMENT TO SHAREHOLDER AGREEMENT (the “Amendment”) is made as of [Date] by and among [Shareholder Name 1], [Shareholder Name 2], [Shareholder Name 3], and [Company Name] (the “Company”).


WHEREAS, the parties are parties to that certain Shareholder Agreement dated [Date], as previously amended on [Date] (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as set forth below.


1. Amendment. The parties hereby agree to amend the Agreement as follows:

a. Section [Section Number] shall be amended to read as follows: [Insert New Language].

b. Section [Section Number] shall be deleted in its entirety.

c. Section [Section Number] shall be amended to read as follows: [Insert New Language].

2. Ratification of Agreement. Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of [State].

4. Entire Agreement. This Amendment constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first above written.

[Shareholder Name 1]

[Shareholder Name 2]

[Shareholder Name 3]

[Company Name]





Amending a shareholder agreement is an important and sometimes necessary step for the shareholders. When making any changes, it is crucial to ensure that all parties agree to the amendments and that they are done legally. Use the above sample amendment as a guide to help you create a legally enforceable revised agreement.