The Contract For Sale Of Shares In A Private Company is a crucial legal document used in Indian corporate transactions when transferring ownership of shares in a private limited company. This document is essential for both partial and complete stake sales, ensuring compliance with the Companies Act, 2013, Income Tax Act, 1961, and other relevant Indian legislation. It becomes necessary when shareholders wish to exit their investment, during corporate restructuring, or in M&A scenarios. The agreement typically includes detailed provisions about the transaction structure, valuation, payment terms, warranties, and various regulatory compliance requirements specific to Indian private companies. It also addresses key aspects such as board approval, existing shareholder rights, and necessary corporate and regulatory filings.
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1. Parties: Details of the seller(s) and purchaser(s), including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction, including details about the company whose shares are being sold and the current shareholding structure
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Completion: Details of when and how the transfer will be completed, including conditions precedent and completion obligations
6. Payment Terms: Structure and timing of payments, including any deferred consideration or escrow arrangements
7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
8. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
10. Confidentiality: Obligations regarding confidential information and announcements about the transaction
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Tax Indemnity: Specific indemnities relating to tax liabilities, used when tax risks are identified during due diligence
2. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry
3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent transactions
4. Tag-Along Rights: Rights of remaining shareholders to join in the sale, used in partial stake sales
5. Drag-Along Rights: Rights to force other shareholders to join the sale, used in majority stake transfers
6. Foreign Investment Compliance: Additional provisions for compliance with FEMA and RBI regulations, used when foreign investors are involved
7. Board Composition: Post-completion board structure, used in strategic investments or controlling stake transfers
1. Details of the Company: Complete corporate information including registration details, directors, and capital structure
2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers and distinctive numbers
3. Warranties: Detailed warranties about the company, its business, and assets
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Form of Share Transfer Form: Template of Form SH-4 as required under Companies Act, 2013
6. Disclosure Schedule: Exceptions and qualifications to the warranties
7. Board Resolution Templates: Draft board resolutions for approving the share transfer
8. Company Financial Statements: Recent financial statements of the company
Relevant legal definitions
Agreement
Board
Business Day
Companies Act
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Schedule
Encumbrance
Financial Statements
Financial Year
Governmental Authority
INR
Long Stop Date
Material Adverse Effect
Party/Parties
Purchase Price
Purchaser
RBI
Related Party
Relevant Period
Sale Shares
SEBI
Seller
Shareholders
Shares
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Articles of Association
Memorandum of Association
Board Resolution
Shareholders' Resolution
Due Diligence
Intellectual Property Rights
Material Contracts
Conditions Precedent
Completion Obligations
Board
Business Day
Companies Act
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Schedule
Encumbrance
Financial Statements
Financial Year
Governmental Authority
INR
Long Stop Date
Material Adverse Effect
Party/Parties
Purchase Price
Purchaser
RBI
Related Party
Relevant Period
Sale Shares
SEBI
Seller
Shareholders
Shares
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Articles of Association
Memorandum of Association
Board Resolution
Shareholders' Resolution
Due Diligence
Intellectual Property Rights
Material Contracts
Conditions Precedent
Completion Obligations
Clauses
Sale and Purchase
Consideration
Conditions Precedent
Completion
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Board Composition
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Regulatory Compliance
Taxation
Notices
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Further Assurance
Costs and Expenses
Termination
Announcements
Third Party Rights
Waiver
Time of Essence
Counterparts
Electronic Execution
Consideration
Conditions Precedent
Completion
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Board Composition
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Regulatory Compliance
Taxation
Notices
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Further Assurance
Costs and Expenses
Termination
Announcements
Third Party Rights
Waiver
Time of Essence
Counterparts
Electronic Execution
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Energy
Infrastructure
Education
Media and Entertainment
Telecommunications
Agriculture
Automotive
Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Corporate Secretarial
Business Development
Investment
Due Diligence
Risk Management
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Corporate Lawyer
Investment Manager
M&A Director
Business Development Manager
Finance Director
Managing Director
Board Member
Compliance Officer
Transaction Advisor
Investment Banker
Private Equity Manager
Corporate Finance Manager
Legal Counsel
Due Diligence Manager
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