Assignment Of Shares Agreement for India

Assignment Of Shares Agreement Template for India

A legally binding document governed by Indian law that formalizes the transfer of shares from one party (assignor) to another (assignee). The agreement complies with the Companies Act, 2013, and other relevant Indian legislation, detailing the terms and conditions of the share transfer, including the number and type of shares, consideration amount, warranties, and completion requirements. It includes necessary provisions for regulatory compliance, tax obligations, and required corporate approvals, while protecting both parties' interests through appropriate representations and warranties.

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What is a Assignment Of Shares Agreement?

The Assignment of Shares Agreement is a fundamental document in Indian corporate transactions, used when transferring ownership of shares from one party to another. It operates within the framework of the Companies Act, 2013, and other relevant Indian corporate laws, ensuring compliance with statutory requirements for share transfers. This agreement is essential for documenting the terms of transfer, protecting both parties' interests, and maintaining clear records for regulatory and tax purposes. It typically includes details about the shares being transferred, consideration amount, warranties about share ownership and company status, and completion mechanics. The agreement becomes particularly important in private companies where shares are not freely transferable and specific procedures must be followed. It serves as evidence of the transfer for various authorities, including the Registrar of Companies, tax authorities, and other regulatory bodies.

What sections should be included in a Assignment Of Shares Agreement?

1. Parties: Details of the Assignor (transferor) and Assignee (transferee) of the shares

2. Background: Context of the transaction, including details about the Company whose shares are being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Details of Shares: Specific information about the shares being transferred, including number, class, and distinctive numbers

5. Consideration: Details of the purchase price and payment terms for the shares

6. Completion: The process and requirements for completing the transfer, including timing and deliverables

7. Assignor's Representations and Warranties: Warranties regarding ownership, title, and authority to transfer the shares

8. Assignee's Representations and Warranties: Warranties regarding capacity and authority to purchase the shares

9. Company Related Warranties: Warranties regarding the status and condition of the company whose shares are being transferred

10. Tax Obligations: Responsibilities for payment of taxes arising from the transfer

11. Notices: Process and requirements for serving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Assignment Of Shares Agreement?

1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances (e.g., RBI approval for foreign investors)

2. Tag-Along Rights: Optional section when existing shareholders have tag-along rights that need to be addressed

3. Company Covenants: Required when the Company is a party to the agreement and needs to make specific commitments

4. Non-Competition and Non-Solicitation: Optional restrictions on the Assignor's future activities, particularly relevant for strategic investments

5. Power of Attorney: Optional section authorizing the Assignee to complete transfer formalities

6. Further Assurance: Optional section for additional actions required post-completion

7. Confidentiality: Optional when parties want specific confidentiality provisions beyond standard requirements

What schedules should be included in a Assignment Of Shares Agreement?

1. Share Details Schedule: Detailed information about the shares including certificate numbers, distinctive numbers, and share history

2. Company Information: Key details about the Company including corporate information, capitalization table, and financial statements

3. Encumbrances: List of any existing encumbrances, liens, or charges on the shares

4. Required Consents: List of all required consents and approvals for the transfer

5. Completion Checklist: List of all documents and actions required for completion

6. Form of Share Transfer Deed: Standard form SH-4 for share transfer as per Companies Act, 2013

7. Payment Details: Detailed breakdown of consideration and payment mechanics

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Banking

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Education

Infrastructure

Media and Entertainment

Automotive

Agriculture

Mining

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Affairs

Investment

Mergers & Acquisitions

Treasury

Tax

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Private Equity Manager

Venture Capital Manager

Compliance Officer

Finance Director

Managing Director

Board Director

Share Transfer Agent

Corporate Affairs Manager

M&A Director

Transaction Advisory Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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