Shareholders’ agreement for startups: the clauses that matter

Say your term sheet is signed. A week later the investor’s lawyer emails two drafts: a new statuto, the company’s articles of association, and a shareholders’ agreement, the patti parasociali. The term sheet, the short summary of the deal, was mostly non-binding. Not these two, and you’ll live with them for years. The day an angel wants to sell, a co-founder walks out or the fund digs in its heels over a decision, nobody rereads the term sheet. They reread these.

So read them slowly, pen in hand. The legal basics come first: what a patto is under the Civil Code, why it isn’t the statuto, and the five-year cap that binds an SpA but, on the prevailing view, not an SRL. Then we take the nine clauses investors usually ask for and put numbers on each one. A co-founder quits at month 18, say, or a buyer offers €20 million for the whole company: what happens? Mark whatever worries you in the drafts. That’s the list for your own lawyer. Never raised money before? Read the beginner’s map, from zero to a first round, first.

What is a shareholders’ agreement under Italian law?

It’s a contract among some or all of the partners, separate from the statuto. Any form will do and no notary is needed, though you’ll want it in writing to prove it. The general rule on contracts does the rest: force of law between the parties, no effect on third parties (art. 1372 of the Civil Code).

That’s the whole difference. The statuto sits in the Registro Imprese, the public companies register, and binds the company and every partner, present or future. The patto binds its signatories and stays private. Say it gives your investor a right of first refusal and a co-founder sells to a competitor anyway. The sale stands, and the investor can only sue for damages. Put the same right in the statuto and the sale isn’t effective towards the company.

Why not write everything into the statuto? Each change needs a meeting minuted by a notary (art. 2480), and the text goes public. What a departing founder gets paid doesn’t need to be on a public register.

How long can a shareholders’ agreement last?

For an SpA, the joint-stock company, the Code is exact: agreements on voting or on transfer limits last five years at most, a longer term is cut back to five, and they can be renewed. With no end date, any party can walk away on 180 days’ notice (art. 2341-bis). For an SRL, the limited liability company most startups use, silence. The prevailing view is that the cap doesn’t apply by analogy, and parties usually pick three to five years. Clauses that make leaving impossible risk being invalid (Filodiritto, July 2026).

Shareholders’ agreement clauses investors ask for

Gianni & Origoni’s 2026 Chambers guide to Italian venture capital lists this same family of terms. The numbers in the examples are invented.

Pre-emption (prelazione). Before a partner sells quotas, the SRL’s version of shares, to an outsider, the others can buy at the same price. Your first angel finds a buyer for her 4% at €80,000? You and the fund get a window, say 30 days, to match it.

Lock-up clause. For a period, founders can’t sell: no quota changes hands for three years after closing, for example. In the statuto the law sets limits. An SpA can ban transfers for five years at most (art. 2355-bis). An SRL can block them outright, but the partner may then withdraw, and the Code lets the statuto delay that exit by up to two years from incorporation or subscription (art. 2469).

Tag-along. If the majority sells, the minority can sell too, on the same terms: the founders sell 60% to a corporate and your angels sell their 10% alongside. The sample clause in a startup handbook by the Brescia chartered accountants gives the minority 15 days to join and the sale 90 days to close.

Drag-along. The mirror image. A buyer offers €20 million for 100%, holders of a set majority accept (51% in the Brescia sample), and everyone else must sell on the same terms. Milan’s notaries accept the clause in the statuto of an SpA or an SRL (massima n. 88). The dragged partner must still get at least the withdrawal value, what the law would pay them for leaving, or the clause is void. Adding it later by majority vote is disputed (EC News, July 2026).

Vesting, good leaver and bad leaver. SRL founders own their quotas from day one, so vesting, earning your stake over time, runs in reverse: leave early and the others can buy back what you haven’t earned. Four years with a one-year cliff, nothing vesting before month 12, is ‘broadly consistent with international market practice’ (Gianni & Origoni). The label then sets the price. Good leavers (illness, agreement, dismissal without just cause) usually sell at market value; bad leavers (opportunistic resignation, breach, competing) at a discount that can reach nominal value.

Put it in euros. Say a co-founder with 30% of an SRL with €10,000 of capital resigns after 18 months. Eighteen of 48 months have vested, so 18.75% of the company can be bought back. At a €2 million valuation a good leaver gets about €375,000 for it; a bad leaver paid at nominal value gets €1,875. Haven’t fixed the split yet? Start with how to split equity between co-founders. Staff vest under a separate plan, sized in our guide to the employee option pool.

Non-compete. For example: no founder works for or invests in a competitor in Italy for 24 months after leaving. Without a clause an SRL partner is free to compete. With one, art. 2596 of the Civil Code applies: a limited area or activity, five years at most. In Italian venture deals it commonly lasts 12 to 36 months (Legal 500).

Information rights. By law, an SRL partner who isn’t a director can already get news on the business and consult the books, with an adviser if they like (art. 2476). The agreement adds a rhythm: periodic financial reports and an annual budget are routine. Fix the format early, a one-page monthly report by the 20th, say, and you won’t rebuild it before every board meeting.

Board seat and reserved matters. A lead investor, the one setting the round’s terms, commonly appoints one director; smaller investors may get an observer, who sits in without a vote. Reserved matters need the investor’s yes: new equity, a new business plan, big asset deals, governance changes, key executives. Picture one director out of three and a veto on hiring the next CEO. In an SRL these special rights can sit in the statuto (art. 2468).

Anti-dilution. Say the fund came in at a €4 million valuation and the next round prices you at €3 million: the clause hands it extra quotas. A full ratchet resets its price to the new one. A broad-based weighted average, still the common choice, moves it part of the way (Chambers). Our anti-dilution clause guide has the detail. Next to it sits a liquidation preference, the investor’s right to be paid back first in a sale; non-participating 1x is the Italian standard.

Statuto or patto: where each clause usually sits

No fixed rule, but a simple test. Must the clause bind someone who hasn’t signed yet, a future partner or a buyer? Then it goes in the statuto, ‘to ensure enforceability vis-à-vis third parties’, in Gianni & Origoni’s words.

Clause	Protects	Usually sits in	What to negotiate
Pre-emption	All partners	Statuto, so it binds buyers	The window to match, exempt transfers
Lock-up	Investors	Patto, or statuto within arts. 2355-bis and 2469	Length, and whether investors are locked too
Tag-along	Minority partners	Statuto	Same price and terms, deadlines
Drag-along	Majority and buyer	Statuto, with a price floor	Threshold and minimum price
Vesting and leaver	Investors, remaining founders	Patto, coordinated with the statuto	Leaver definitions, price for each case
Non-compete	Company and investors	Patto	Duration, area, activity
Information rights	Investors	Patto (the law sets a floor)	Format and frequency
Board seat, reserved matters	Lead investor	Statuto and patto	The veto list
Anti-dilution	Investors	Statuto or patto	Weighted average or full ratchet

Italy, the UK and the US: same rights, different documents

Italy has no single standard. Templates from AIFI, the Italian private equity and venture capital association, are common in seed deals, ‘though customisation is often required’ (Chambers), and leading firms often use their own (Legal 500).

The UK splits things as Italy does. UK Private Capital, the former BVCA, publishes model articles, a shareholders’ agreement and a subscription agreement, in a February 2025 edition built for Series A and ‘not suitable for seed investment’. The US spreads the same rights across NVCA models: a Voting Agreement for the board and any drag-along, a co-sale and first refusal agreement for transfers, an Investors’ Rights Agreement for information and pre-emptive rights (Wilson Sonsini).

Red flags for founders

• A drag-along with no minimum price, or with a threshold one fund can reach alone.
• A bad leaver clause where any resignation counts, above all if the discount also hits quotas you’ve already earned.
• Prices called ‘fair’ with no method. Occhiuto Legal warns that vague wording ends in disputes over value.
• Reserved matters that reach daily operations. A veto on hiring your CTO is normal; one on every €5,000 contract would freeze you.
• No end date, and no way out.
• A vesting clause that lives only in the patto, which Occhiuto Legal says risks being ineffective.

Reading this before the term sheet? Our Fundraising Sprint gets the deck, the numbers, an investor-fit list and the data room ready in 14 days, with two mock meetings. The money itself will arrive through a capital increase in your SRL, voted before a notary.

Checklist before you sign the shareholders’ agreement

1. Get the new statuto and the patto together, and read them side by side.
2. Check both against the signed term sheet: nothing should be new. Our guide to the term sheet clauses that matter at seed lists what to compare.
3. Place every clause in the table above.
4. Find the end date.
5. Run the drag-along on a low offer, liquidation preference applied. What would you take home?
6. Read the leaver definitions aloud. Would quitting after a row with the board make you a bad leaver?
7. Update your cap table with the round and the vesting.
8. Hire your own lawyer. The investor’s counsel works for the investor.

This article is general information, not legal or tax advice. Rules and case law on shareholders’ agreements change: have your own lawyer read the statuto and the agreement before you sign.