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Clearbrook

Protect business ownership

Shareholder protection

Help the remaining owners fund a share purchase following an insured owner’s death or a covered critical illness, with insurance arranged alongside an appropriate legal agreement.

A clearer view

Is this the cover your business needs?

Who it can suit

Businesses with more than one owner who want a clear plan for what happens to ownership following a death or covered illness.

What it is designed to do

Bring the insurance, business valuation and legal agreement together so they support the same plan.

What to consider

Insurance alone does not transfer shares. Agreements, trust arrangements and company documents need to be consistent and reviewed with appropriate legal and tax advisers.

Clearbrook in practice

Advice shaped around real businesses.

Anonymised examples of our advice. Each reflects the client’s circumstances at the time. Where we describe a recommendation or proposal, this does not imply the cover has been put in place.

Protecting the working owners of a security business

A security business had two working shareholders alongside outside investors. The working owners wanted a plan that would help the survivor buy the other’s shares following a death, while providing funds for the deceased owner’s estate.

We recommended shareholder protection structured around those two owners, with each owning a policy on the other’s life and a cross-option arrangement to support the intended share purchase. The advice took account of the wider ownership structure, rather than treating every shareholder’s needs as the same.

Planning ahead for two equal business partners

The two equal owners of a physical education business wanted the surviving partner to have the means to buy the other’s shares following a death.

We recommended cover based on each owner’s share of the agreed business valuation, alongside business trusts and a cross-option arrangement. The aim was to give the survivor a way to fund the purchase and the family a route to receive value for the shares.

Looking at the whole picture for a nursery business

For the owners of a nursery business, protecting their shares was only part of the picture. The business also had a commercial mortgage, and its holding-company structure needed to be considered.

We recommended separate shareholder and business loan protection arrangements. Each had a clear purpose: funding a share purchase following an owner’s death, and providing money to help repay the business borrowing.

Key person cover was in place—but what about the shares?

A business with a wider group of investors already had key person cover arranged through Clearbrook. In a subsequent review, we identified a separate question: how would either of its two working owners fund the purchase of the other’s shares following a death?

The existing cover was intended to support the business financially. It did not itself provide an arrangement for the surviving owner to buy the deceased owner’s shares.

We proposed shareholder protection focused on those two owners, alongside a potential cross-option agreement. Before finalising the structure, we requested the company’s articles and any shareholders’ agreement so the proposed arrangement could be considered alongside existing transfer and valuation provisions.

This example describes a proposal made following a review. It does not represent an implemented shareholder protection arrangement.

Your questions, answered

Shareholder protection
Q&A

These answers explain the general principles. Your recommendation will depend on your circumstances and the policy terms.

What happens to someone’s shares if they die?

The outcome depends on the company documents, any agreements and the owner’s estate arrangements. Shares do not necessarily pass automatically to the other owners. Review those documents alongside any proposed insurance.

What does shareholder protection pay for?

A suitable arrangement can provide funds to help the continuing owners purchase an insured owner’s stake after a valid claim. The policy ownership and legal documents determine how those funds are used.

What is a cross-option agreement?

It can give the surviving owners an option to buy and the deceased owner’s estate an option to sell. Exercising an option can oblige the other side to proceed. A solicitor should tailor the terms.

How should we value the business?

Work with your accountant or an appropriate valuation specialist. The insurance amount and the agreement’s valuation method should be considered together, then reviewed when ownership, profitability or business value changes.

Can it cover critical illness as well as death?

Critical illness may be included, subject to insurer terms and specified conditions. The share-purchase options may need to work differently where the owner is alive, so the legal arrangement needs careful attention.

What if a shareholder leaves or ownership changes?

Review the policies, beneficiaries, trusts and agreements. Do not assume they will adjust automatically. Tell us when shareholders join, leave or change their holdings so the arrangement can be reassessed.

Why should we review our cover and cross-option agreement together?

The insurance amount needs to be considered alongside the agreement’s valuation method and your current shareholdings. Some cross-option agreements use a specified value for three years before a different valuation basis applies; this is not a universal rule and does not mean the whole agreement expires. We help you review cover as the business changes, with valuation input from your accountant and legal advice on the agreement where needed. Regular reviews help identify potential shortfalls; they cannot guarantee that a shortfall will never arise.

Further reading & information sources

General information checked against these sources on 15 September 2026. Individual insurers’ terms vary. Tax rules and their application can change.

  • Legal & General: shareholder protectionPlease be aware that by clicking onto the above link you are leaving the Clearbrook Finance website. Please note that neither Clearbrook Finance nor PRIMIS Mortgage Network are responsible for the accuracy of the information contained within the linked site accessible from this page.
  • Royal London: specimen cross-option agreementPlease be aware that by clicking onto the above link you are leaving the Clearbrook Finance website. Please note that neither Clearbrook Finance nor PRIMIS Mortgage Network are responsible for the accuracy of the information contained within the linked site accessible from this page.
  • Legal & General: shareholders’ cross-option agreementPlease be aware that by clicking onto the above link you are leaving the Clearbrook Finance website. Please note that neither Clearbrook Finance nor PRIMIS Mortgage Network are responsible for the accuracy of the information contained within the linked site accessible from this page.

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