Post
May 7, 2025
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How Shareholder & Key Person Protection Works

This information is restricted to readers in England and Wales due to the difference in legislation in Scotland and Northern Ireland.

When you're building a business, the focus is often on growth, profit, and opportunity. But what happens if one of your key people — or shareholders — suddenly dies or becomes critically ill?

Shareholder & Key Person Protection turns that question from a risk into a plan.

It’s a strategic layer of insurance that ensures your business can survive a worst-case scenario — with the money, structure, and legal clarity to keep going without disruption.

What Is Shareholder & Key Person Protection?

At its core, this type of protection is a business continuity and succession solution backed by insurance. It provides a tax-free lump sum to the company or shareholders in the event a key individual passes away or is diagnosed with a serious illness.

There are two main parts:

Key Person Protection

Protects the business financially when someone critical to operations — such as a founder, director, or senior employee — can no longer work due to death or serious illness.

The payout can be used to:

  • Recruit and train a replacement
  • Support revenue shortfalls
  • Reassure clients, investors, and lenders
  • Keep operations running smoothly

Shareholder Protection

Allows remaining shareholders to buy back shares from the estate of a deceased or critically ill business partner. This ensures:

  • Control of the business stays with active shareholders
  • The deceased’s family is compensated fairly
  • Avoidance of legal disputes and ownership uncertainty

Why Does It Matter?

Without this protection in place, your business could face:

  • Loss of leadership and expertise
  • Shares falling into the hands of uninterested or external parties
  • Frozen decision-making or shareholder deadlock
  • Stalled growth or complete collapse

It’s not just about protecting the business today — it’s about safeguarding everything you’re building for the future.

How It Works in Practice

Putting Shareholder & Key Person Protection in place involves more than simply taking out an insurance policy — it requires careful planning, accurate valuations, and tailored legal structuring. Here's a simplified process that typically unfolds:

1. Identify the Key Individuals

Start by determining who is essential to the continuity and value of the business — this could include founders, directors, senior employees, or shareholders.

2. Assess the Financial Impact

Calculate how much cover is required. This may involve valuing the business, estimating recruitment costs, lost profits, or the value of a shareholding. Getting this right can be complex and often requires professional guidance.

3. Choose the Right Ownership Structure

For Key Person Protection, the policy is usually owned by the business.

For Shareholder Protection, there are typically two main options:

The right approach depends on your company’s structure, tax considerations, and future plans — it’s always bespoke.

  • Own life policies held in a business trust (often used in cross-option arrangements for commercial efficiency)
  • Life of another basis, where each shareholder owns a policy on the other(s)
4. Put Legal Agreements in Place

For shareholder protection, agreements such as cross-option agreements are essential to provide legal clarity and avoid disputes. Where relevant, policies should be written into a specialist business trust to ensure funds are passed on efficiently and used as intended.

5. In the Event of a Claim

The policy pays out a tax-free lump sum to either the business (in the case of Key Person Protection) or to the surviving shareholders/trust. These funds are then used to:

  • Cover operational disruption
  • Buy back shares from the deceased’s estate
  • Compensate families fairly
  • Maintain ownership and control within the business

What Makes This So Powerful?

It protects your business value.
It keeps your succession plans on track.
It shows investors and lenders you're prepared.
It supports your long-term financial and retirement goals.

Put simply: Shareholder & Key Person Protection is what turns an unpredictable future into a controlled transition.

Ready to Protect What You’ve Built?

If your business relies on a few key people to survive, then Shareholder & Key Person Protection isn’t just optional — it’s essential.

Let’s help you put a proper plan in place.

Get in touch to speak to a specialist.

Author
Martin Walls

With over 35 years' experience working and advising clients in various firms, from a London stockbroker to running his own firm of independent advisers, Martin enjoys providing bespoke, detailed, and impartial financial planning advice to businesses, individuals, and families.

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