--- title: What is a deed of accession? description: Sometimes called a 'deed of adherence', a deed of accession is a deed that binds a person to an existing shareholders agreement. image: https://www.turtons.com/hubfs/Stock%20images/Board%20meeting%20in%20a%20modern%20office.jpeg --- [![Turtons | Commercial Lawyers Sydney](https://s3-ap-southeast-2.amazonaws.com/spinfluence/Retina_Logo.png "Turtons | Commercial Lawyers Sydney")](https://www.turtons.com) - [+61 2 9229 2922](tel:+61292292922) - [Contact details](https://www.turtons.com/contact-us-for-a-commercial-lawyer-in-sydney) [**](tel:+61292292922) [**](https://www.turtons.com/blog/what-is-a-deed-of-accession#) ** [**](https://www.turtons.com/blog/what-is-a-deed-of-accession#) [Browse all articles](https://www.turtons.com/blog) 06 July 2017 # What is a deed of accession? **Sometimes called a 'deed of adherence', a deed of accession is a deed that binds a person to an existing shareholders agreement.** --- ## When are they used? Where a [shareholders agreement](https://www.turtons.com/shareholders-agreement) is in place, new shareholders will usually be required to sign a deed of accession before they can be registered as a shareholder. By signing a deed of accession,  the new shareholder is bound by the same rules as the existing ones. It also ensures that the new shareholder receives the benefit of the rights given to the other shareholders under the shareholders agreement. ## Why are they necessary? A shareholders agreement is only binding on the people that sign it, or who agree to be bound by it. This is different to the company's constitution, which is automatically binding on all shareholders (new and existing) as a result of the [Corporations Act](http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s140.html).  ### [Download your free Shareholders Agreement Guide to learn more.](https://www.turtons.com/shareholders-agreements-a-comprehensive-guide?utm_campaign=Shareholders%20Agreement%20Anchor%20Text%20Trial&utm_source=Anchor%20Text&utm_medium=CTA) ## Does it have to be a deed? Lawyers prepare deeds of accession as 'deeds', as opposed to 'agreements', to ensure they are enforceable. In essence,  the document will take a particular form and will need to be signed in a particular way. This is because obligations in an 'agreement' will not be enforceable unless the person bound by them has given consideration to the other parties. The requirement for consideration does not apply to deeds. ## Is there a standard form of deed of accession? No, but they are fairly simple documents that tend to cover the same ground. There can be differences in the way they are prepared. Sometimes they will be written as a deed poll, so that the only person signing it is the new shareholder. Other times they might require the other shareholders to sign, or require the company to sign on their behalf. The basic concepts are: - the new shareholder will agree to be bound by all of the obligations in the existing shareholders agreement; and - the new shareholder will be able to enforce the terms of the shareholders agreement against the existing shareholders. The precise form of the document will depend on the structure of your existing shareholders agreement. Sometimes the shareholders agreement will contain a deed of accession template in an appendix. ## What to look for? The deed of accession is likely to be a fairly simple document. It should address the basic points above. However your main point of focus is likely to be the shareholders agreement itself, as that is where your substantive rights and obligations will be found. If you're an investor, there are a number of things you should consider before making your investment, as we explain [here](https://www.turtons.com/blog/7-things-an-investor-should-look-for-in-a-shareholders-agreement). Depending on the size and circumstances of your investment, it may be appropriate to change the shareholders agreement before signing up to it. [![SHA Guide](https://no-cache.hubspot.com/cta/default/2568027/7d7e0f4e-6a69-42d8-8806-f7ca37088cfb.png)](https://cta-redirect.hubspot.com/cta/redirect/2568027/7d7e0f4e-6a69-42d8-8806-f7ca37088cfb) ##### About the Author [Greg Henry | Principal](https://www.turtons.com/blog/author/greg-henry-principal) I support emerging companies in the construction and technology sectors with large, unusual or difficult projects and business-changing transactions. Please contact me if you have any questions related to this post. greg.henry@turtons.com | (02) 9229 2904 [**](https://www.linkedin.com/in/greg-henry-8508421a/) ### Related Posts ### About Turtons Turtons is a commercial law firm in Sydney with specialist expertise in the construction and technology sectors. We help emerging businesses: - navigate their way through large, unusual or difficult projects,  - improve their everyday contracting processes, and - undertake strategic initiatives, such as raising capital, buying businesses, implementing employee share schemes, and selling businesses. ![Greg Henry | Principal](https://www.turtons.com/hubfs/Greg%20Henry.png) Contact [Greg Henry | Principal](https://www.turtons.com/blog/author/greg-henry-principal) greg.henry@turtons.com [![Turtons Linkedin logo](https://www.turtons.com/hubfs/linkedin-logo.png)](https://www.linkedin.com/in/greg-henry-8508421a/) I support emerging companies in the construction and technology sectors with large, unusual or difficult projects and business-changing transactions. Please contact me if you have any questions related to this post. greg.henry@turtons.com | (02) 9229 2904 ### Related Posts - [What is a convertible note?](https://www.turtons.com/blog/what-is-a-convertible-note) - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) - [What is a deed of indemnity?](https://www.turtons.com/blog/what-is-a-deed-of-indemnity) - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) ### Related Posts - [What is a convertible note?](https://www.turtons.com/blog/what-is-a-convertible-note) - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) - [What is a deed of indemnity?](https://www.turtons.com/blog/what-is-a-deed-of-indemnity) - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) ### Related Posts - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) 07-2021 - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) 04-2017 - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) 04-2019 - [What does a share sale agreement cover?](https://www.turtons.com/blog/what-does-a-share-sale-agreement-cover) 08-2017 - [What does a shareholders agreement cover?](https://www.turtons.com/blog/what-does-a-shareholders-agreement-cover) 06-2017 - [What is a convertible note?](https://www.turtons.com/blog/what-is-a-convertible-note) 04-2022 - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) 07-2021 - [What is a deed of indemnity?](https://www.turtons.com/blog/what-is-a-deed-of-indemnity) 06-2017 - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) 04-2017 - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) 04-2019 - [Heads of Agreement: What are they and are they binding?](https://www.turtons.com/blog/heads-of-agreement-what-are-they-when-are-they-used-and-are-they-binding) 04-2017 - [7 things an investor should look for in a shareholders agreement](https://www.turtons.com/blog/7-things-an-investor-should-look-for-in-a-shareholders-agreement) 05-2017 - [Should an investor be a director?](https://www.turtons.com/blog/should-an-investor-be-a-director) 04-2022 - [Terms sheet for buying shares](https://www.turtons.com/blog/terms-sheet-for-buying-shares) 04-2022 ### Related Posts - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) 07-2021 - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) 04-2017 - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) 04-2019 - [What does a share sale agreement cover?](https://www.turtons.com/blog/what-does-a-share-sale-agreement-cover) 08-2017 - [What does a shareholders agreement cover?](https://www.turtons.com/blog/what-does-a-shareholders-agreement-cover) 06-2017 - [What is a convertible note?](https://www.turtons.com/blog/what-is-a-convertible-note) 04-2022 - [What is a share subscription agreement?](https://www.turtons.com/blog/what-is-a-share-subscription-agreement) 07-2021 - [What is a deed of indemnity?](https://www.turtons.com/blog/what-is-a-deed-of-indemnity) 06-2017 - [Warranties in a share sale agreement: 10 tips for sellers](https://www.turtons.com/blog/warranties-in-a-share-sale-agreement-10-tips-for-sellers) 04-2017 - [The difference between an advisory board and a board of directors](https://www.turtons.com/blog/what-is-the-difference-between-an-advisory-board-and-a-board-of-directors) 04-2019 - [Heads of Agreement: What are they and are they binding?](https://www.turtons.com/blog/heads-of-agreement-what-are-they-when-are-they-used-and-are-they-binding) 04-2017 - [7 things an investor should look for in a shareholders agreement](https://www.turtons.com/blog/7-things-an-investor-should-look-for-in-a-shareholders-agreement) 05-2017 - [Should an investor be a director?](https://www.turtons.com/blog/should-an-investor-be-a-director) 04-2022 - [Terms sheet for buying shares](https://www.turtons.com/blog/terms-sheet-for-buying-shares) 04-2022 [![Resources](https://no-cache.hubspot.com/cta/default/2568027/6a1cb105-f5e4-41f7-a333-173c8f91238e.png)](https://cta-redirect.hubspot.com/cta/redirect/2568027/6a1cb105-f5e4-41f7-a333-173c8f91238e) [![Careers](https://no-cache.hubspot.com/cta/default/2568027/ecde36e8-fb2b-4f7c-8d29-0cd1ae97aa50.png)](https://cta-redirect.hubspot.com/cta/redirect/2568027/ecde36e8-fb2b-4f7c-8d29-0cd1ae97aa50) [![Turtons | Commercial Lawyers Sydney](https://www.turtons.com/hs-fs/hubfs/Assets_April%202017/turtons_logo.png?width=146&name=turtons_logo.png "Turtons | Commercial Lawyers Sydney")](https://turtons-2568027.hs-sites.com/home) Level 22, Sydney Place, 180 George Street, Sydney NSW 2000  P: [+61 2 9229 2922](tel:+61292292922) | E: [info@turtons.com](mailTo:info@turtons.com) [Terms of Use](https://www.turtons.com/terms-of-use)  |  [Privacy](https://www.turtons.com/privacy) Liability limited by a scheme approved under Professional Standards Legislation.  ![](https://px.ads.linkedin.com/collect/?pid=1556145&fmt=gif)