Cap Table

Voting Agreement

Definition

A voting agreement is a contract among shareholders committing them to vote their shares a certain way on specific matters, most commonly used to guarantee board composition and support drag-along provisions in a sale.

A typical startup voting agreement locks in how founders, investors, and common shareholders will vote to elect board members, so board composition doesn't shift unpredictably every time a new investor with meaningful ownership joins. Usually signed alongside the other core financing documents in a priced round.

This is also where the mechanics behind drag-along rights often actually live: the voting agreement is what obligates shareholders to vote in favor of an approved sale, turning the drag-along concept into something contractually enforceable rather than just a stated intention.

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