Deed of Adherence

Free Deed of Adherence Template

Use this free template as a starting point for a deed of adherence (sometimes called a "joinder deed" or "deed of accession"). It is the standard mechanism by which a new shareholder, partner, or other party joins an existing agreement (typically a shareholders' agreement or LLP agreement) and agrees to be bound by its terms. Copy and customise it to suit your underlying agreement.

DEED OF ADHERENCE

Date: [Date of execution]

Parties:

(1) The New Party: [Full name], of [Address] (the "New Party")

(2) The Continuing Parties: the parties to the [Shareholders' Agreement / LLP Agreement / Partnership Agreement / Joint Venture Agreement] dated [Date of original agreement] (the "Principal Agreement"), as identified in the records of the Company

(3) The Company: [Company name], a company incorporated in [Jurisdiction] with company number [Number] and registered office at [Address] (the "Company")

Background

A. The Continuing Parties and the Company entered into the Principal Agreement on [Date], setting out the terms governing their rights and obligations in respect of the Company.

B. The Principal Agreement requires that any person becoming a [shareholder / member / partner] of the Company shall execute a deed of adherence agreeing to be bound by its terms.

C. The New Party is becoming a [shareholder / member / partner] of the Company by reason of [transfer of shares from [Transferor name] dated [Date] / allotment of new shares on [Date] / admission as a partner on [Date] / other].

D. The New Party wishes to adhere to, and the Continuing Parties wish the New Party to adhere to, the Principal Agreement on the terms set out below.

This Deed Witnesses:

1. Adherence

With effect from the date of this Deed (the "Effective Date"), the New Party shall be deemed to be a party to the Principal Agreement and shall be bound by, and entitled to the benefit of, all of its terms as if originally named as a [Shareholder / Member / Partner] in the Principal Agreement.

2. Acknowledgments and Representations

The New Party acknowledges and represents to the Continuing Parties and the Company that:

(a) it has been given the opportunity to read and consider the Principal Agreement (including any schedules and amendments) and any related documents (the Company's articles of association, any side letters, prior deeds of adherence);

(b) it has obtained, or had the opportunity to obtain, its own independent legal advice on the effect of adhering to the Principal Agreement;

(c) it enters into this Deed freely and without duress, with full understanding of the obligations and restrictions it imposes;

(d) the information provided to the Continuing Parties and the Company in connection with becoming a [shareholder / member / partner] (including any information for the register of members or partners) is accurate.

3. Specific Provisions (include any specific arrangements relating to this New Party, such as a specific shareholding, capital contribution, or particular share class)

• Number and class of shares / interest held by the New Party: [Number and class]
• Capital contribution (if applicable): [Currency and amount]
• Any specific rights or restrictions different from the standard terms: [Description, or "None"]
• Effective date of becoming a

4. Confirmation of Existing Parties' Rights

Nothing in this Deed shall affect the rights and obligations of the Continuing Parties under the Principal Agreement as between themselves. The execution of this Deed is not a waiver of any prior breach or claim.

5. Notices

The New Party's address for service of notices under the Principal Agreement is:

[Address] Attn: [Name] Email: [Email]

6. Counterparts

This Deed may be executed in any number of counterparts, each of which when executed shall be an original, and together they shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means (PDF or recognised eSignature platform) shall be as effective as delivery of an originally executed counterpart.

7. Governing Law

This Deed is governed by the laws of [Jurisdiction] and the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction]. Defined terms used in this Deed have the same meaning as in the Principal Agreement unless the context requires otherwise.

Execution as a Deed

Executed as a Deed by the New Party:

_ (Signature of New Party)

In the presence of:

_ (Witness signature) Name: _ Address: _ Occupation: _

Acknowledged on behalf of the Continuing Parties (executed by an authorised signatory on behalf of all Continuing Parties, or by each Continuing Party in counterparts as set out in Schedule [1]):

_ (Signature) Name: _ Position: _ Date: _

Acknowledged on behalf of the Company:

_ (Director) Name: _ Date: _

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.