The Shareholders' Agreement serves as a crucial document in Indian corporate law, establishing the framework for shareholder relationships and corporate governance. It is typically used when multiple shareholders hold stakes in a company, whether in startup scenarios, joint ventures, or established businesses. The agreement becomes particularly important when dealing with different classes of shareholders, investment rounds, or when specific rights need to be granted to certain shareholders. Under Indian jurisdiction, this agreement must comply with the Companies Act 2013 and other relevant corporate laws. The document covers essential aspects such as share transfer restrictions, management rights, profit sharing, and dispute resolution mechanisms. It's particularly relevant when companies are seeking investment, undergoing ownership changes, or establishing governance structures.
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Key Requirements PROMPT example:
Shareholding Agreement
"I need a Shareholders' Agreement under Indian law for my tech startup, which will have three venture capital investors from Singapore joining in March 2025, requiring specific provisions for board representation and anti-dilution rights."
1. Parties: Identification of all shareholders and the company entering into the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Shareholding Structure: Current shareholding pattern and classes of shares
5. Board Composition and Management: Structure of the board, appointment rights, and management procedures
6. Shareholders' Rights and Obligations: Key rights including voting, dividends, and information rights
7. Transfer Restrictions: Restrictions on transfer of shares and right of first refusal
8. Reserved Matters: Decisions requiring special majority or unanimous consent
9. General Meetings: Procedures for conducting shareholder meetings and voting
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of agreement and termination circumstances
12. Dispute Resolution: Mechanism for resolving disputes between shareholders
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale
3. Anti-Dilution Protection: Protection against dilution of shareholding in future funding rounds
4. Put and Call Options: Rights to sell or buy shares at predetermined terms
5. IPO Rights: Rights and obligations in case of public offering
6. Founder/Promoter Obligations: Special obligations for founders/promoters including non-compete
7. Investment Rights: Special rights for investors including information and board representation
8. Exit Rights: Mechanisms for shareholders to exit the company
9. Deadlock Resolution: Specific procedures for resolving management deadlocks
1. Schedule 1 - Shareholding Pattern: Detailed breakdown of current shareholding
2. Schedule 2 - Reserved Matters List: Comprehensive list of matters requiring special approval
3. Schedule 3 - Company Information: Details of company registration, directors, and other corporate information
4. Schedule 4 - Share Transfer Procedure: Detailed procedure for share transfers
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6 - Valuation Methodology: Agreed method for share valuation in various scenarios
7. Schedule 7 - Business Plan: Initial business plan and key milestones
8. Schedule 8 - Key Management Personnel: Details of key management positions and responsibilities
Authors
Relevant legal definitions
Affiliate
Annual General Meeting
Articles of Association
Board
Business
Business Day
Business Plan
Company
Completion Date
Confidential Information
Deed of Adherence
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Independent Director
Initial Public Offering (IPO)
Intellectual Property Rights
Key Management Personnel
Material Adverse Effect
Memorandum of Association
New Securities
Nominee Director
Ordinary Course of Business
Parties
Pro Rata Share
Promoter
Related Party
Reserved Matters
Shareholders
Shares
Share Capital
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Voting Rights
Competitor
Permitted Transferee
Put Option
Call Option
Special Resolution
Deadlock
Exit Event
Investment Amount
Liquidation Event
Pre-emptive Rights
Qualified IPO
Annual General Meeting
Articles of Association
Board
Business
Business Day
Business Plan
Company
Completion Date
Confidential Information
Deed of Adherence
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Independent Director
Initial Public Offering (IPO)
Intellectual Property Rights
Key Management Personnel
Material Adverse Effect
Memorandum of Association
New Securities
Nominee Director
Ordinary Course of Business
Parties
Pro Rata Share
Promoter
Related Party
Reserved Matters
Shareholders
Shares
Share Capital
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Voting Rights
Competitor
Permitted Transferee
Put Option
Call Option
Special Resolution
Deadlock
Exit Event
Investment Amount
Liquidation Event
Pre-emptive Rights
Qualified IPO
Clauses
Interpretation
Definitions
Share Capital and Shareholding
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Exit Rights
Anti-Dilution Protection
Non-Compete
Non-Solicitation
Confidentiality
Representations and Warranties
Indemnification
Term and Termination
Events of Default
Dispute Resolution
Deadlock Resolution
Further Assurance
Assignment
Notices
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Definitions
Share Capital and Shareholding
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Exit Rights
Anti-Dilution Protection
Non-Compete
Non-Solicitation
Confidentiality
Representations and Warranties
Indemnification
Term and Termination
Events of Default
Dispute Resolution
Deadlock Resolution
Further Assurance
Assignment
Notices
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
E-commerce
Energy
Telecommunications
Professional Services
Media and Entertainment
Agriculture
Education
Infrastructure
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Development
Investment Relations
Risk Management
Board of Directors
Executive Management
Corporate Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Compliance Officer
Corporate Governance Officer
Venture Capital Partner
Private Equity Manager
Business Development Director
Risk Manager
Strategy Director
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