Shareholder Release Agreement for India

Shareholder Release Agreement Template for India

A comprehensive legal document governed by Indian law that formalizes the release of claims, rights, and obligations between a departing shareholder and the company and/or other shareholders. The agreement ensures a clean break by documenting the mutual understanding regarding the termination of shareholder rights, establishing the terms of release, and addressing any outstanding obligations or claims. It incorporates provisions compliant with the Companies Act, 2013, and other relevant Indian corporate and securities laws, providing legal certainty and protection for all parties involved.

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What is a Shareholder Release Agreement?

The Shareholder Release Agreement is a crucial document used when a shareholder exits a company or terminates their shareholder relationship in India. It's particularly important in private companies, family businesses, and closely-held corporations where shareholder relationships are more intimate and complex. The agreement, governed by Indian corporate law, particularly the Companies Act, 2013, serves to prevent future disputes by clearly documenting the terms of release, including the relinquishment of rights, claims, and obligations. It typically addresses share transfers, consideration payments, confidentiality obligations, and any continuing obligations. The document becomes especially relevant during corporate restructuring, dispute resolution, or when implementing succession planning, providing a clear framework for clean exits and legal certainty.

What sections should be included in a Shareholder Release Agreement?

1. Parties: Identifies all parties to the agreement including releasing shareholders, company, and other relevant stakeholders

2. Background: Provides context including shareholding history, reason for release, and any relevant corporate events

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

4. Release and Discharge: Core section detailing the scope and nature of release being granted by the shareholder

5. Consideration: Specifies any payment or other consideration being provided in exchange for the release

6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority

7. Confidentiality: Obligations regarding confidential information and its handling

8. Governing Law and Jurisdiction: Specifies Indian law as governing law and determines jurisdiction for disputes

9. Notices: Details how formal communications between parties should be made

10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Shareholder Release Agreement?

1. Non-Compete Provisions: Include when the releasing shareholder needs to be restricted from competing activities

2. Tax Indemnity: Include when specific tax implications need to be addressed and allocated between parties

3. Foreign Exchange Compliance: Required when agreement involves foreign shareholders or cross-border elements

4. Surviving Obligations: Include when certain obligations need to continue beyond the release

5. Director Resignation: Include when the releasing shareholder is also resigning from director positions

6. Return of Company Property: Include when physical or intellectual property needs to be returned to the company

What schedules should be included in a Shareholder Release Agreement?

1. Details of Shareholding: Schedule listing all shares held, their class, and other relevant details

2. Release Payment Details: Schedule specifying consideration amount, payment terms, and mechanics

3. Related Party Transactions: List of any ongoing transactions or relationships that need to be addressed

4. Company Resolutions: Copies of relevant board or shareholder resolutions approving the release

5. Outstanding Claims: List of any claims or disputes being released

6. Regulatory Approvals: Copies or details of any required regulatory approvals

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

Release Agreement

Cost

Free to use
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Infrastructure

Telecommunications

Media and Entertainment

Education

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Risk Management

Board Secretariat

Shareholder Relations

Investment Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Risk Manager

Finance Director

Business Development Director

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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