The Shareholders Agreement Transfer Of Shares is a crucial document in Indian corporate law that governs the process and terms of share transfers within a company. It becomes necessary when companies need to establish clear procedures for share transfers, protect existing shareholders' rights, and ensure smooth ownership transitions. This agreement is particularly important in private companies where shares are not freely transferable and is drafted in compliance with the Companies Act, 2013, and other relevant Indian regulations. It typically includes provisions for right of first refusal, share valuation methods, transfer restrictions, and various shareholder rights. The agreement helps prevent disputes by clearly defining the process for share transfers and protecting both majority and minority shareholder interests.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and existing shareholding pattern
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholding Pattern: Details of authorized, issued, and paid-up capital, and current shareholding structure
5. Transfer Restrictions: General restrictions on transfer of shares, including lock-in periods and transfer procedure
6. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be offered to third parties
7. Board Composition and Management: Structure and composition of the board, voting rights, and management provisions
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Exit Rights: Mechanisms for shareholders to exit the company, including put and call options
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Mechanism for resolving disputes between shareholders
13. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Tag-Along Rights: Right of minority shareholders to join in the sale of shares by majority shareholders - include when protecting minority interests
2. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in the sale - include for potential future exits
3. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues - include for growth scenarios
4. Foreign Investment Compliance: Specific provisions for compliance with FEMA and foreign investment regulations - include when foreign shareholders are involved
5. Share Valuation Mechanism: Detailed methodology for share valuation - include when specific valuation methods are agreed
6. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks - include for equal shareholding situations
7. Anti-Dilution Protection: Protection against dilution of shareholding - include for investors requiring such protection
8. Information Rights: Specific rights regarding access to company information - include for minority shareholders requiring additional protection
1. Schedule 1 - Details of Shareholders: Complete details of all shareholders including address, shareholding, and contact information
2. Schedule 2 - Share Capital and Shareholding Pattern: Detailed breakdown of company's share capital and shareholding structure
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Transfer Process: Detailed procedure for share transfers including forms and timelines
5. Schedule 5 - Deed of Adherence: Format for new shareholders to become party to the agreement
6. Schedule 6 - Board Nomination Rights: Details of each shareholder's right to nominate directors
7. Schedule 7 - Valuation Methodology: Detailed methodology for share valuation if agreed upon
8. Appendix A - Key Definitions: Detailed definitions of technical terms used in the agreement
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