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Shareholder Buy Sell Agreement Template for India

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"I need a Shareholder Buy Sell Agreement for my technology startup with 5 individual shareholders and 2 venture capital investors, including specific provisions for employee share ownership and an anticipated IPO by March 2025."

Document background
The Shareholder Buy Sell Agreement serves as a crucial governance document for Indian companies with multiple shareholders, providing a clear framework for managing ownership transitions and protecting shareholder interests. This agreement becomes essential when companies need to address potential future scenarios such as shareholder exits, deaths, or business disputes. It typically includes detailed provisions for share valuation, transfer procedures, and restrictions on share transfers, all while ensuring compliance with Indian corporate law, particularly the Companies Act, 2013, SEBI regulations (for listed entities), and relevant tax laws. The agreement helps prevent potential conflicts by establishing clear procedures for various trigger events and protecting both majority and minority shareholder rights through mechanisms such as right of first refusal, tag-along rights, and drag-along rights.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company details, shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement

4. Transfer Restrictions: General restrictions on transfer of shares and exceptions to these restrictions

5. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be offered to third parties

6. Tag Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

7. Drag Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale

8. Trigger Events: Events that trigger mandatory share transfers (death, disability, retirement, termination of employment)

9. Valuation Mechanism: Method for determining share price during transfers

10. Payment Terms: Terms and conditions for payment of share purchase price

11. Transfer Process: Procedural requirements for executing share transfers

12. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority

13. Confidentiality: Obligations regarding confidential information

14. Dispute Resolution: Procedures for resolving disputes between shareholders

15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

16. Notices: Process for giving formal notices under the agreement

17. General Provisions: Standard boilerplate clauses including amendments, waiver, severability

Optional Sections

1. Put and Call Options: Optional rights for shareholders to force purchase/sale of shares at predetermined terms - typically used in joint ventures or strategic investments

2. Insurance Provisions: Requirements for life/disability insurance to fund purchase obligations - relevant when individuals are key shareholders

3. Non-Compete and Non-Solicit: Restrictions on competing activities - important when shareholders are also employees/operators

4. Management Provisions: Rules regarding company management and decision-making - useful when shareholders are actively involved in management

5. Share Transfer to Family Members: Special provisions for family transfers - relevant for family-owned businesses

6. IPO Provisions: Rules applicable in case of public listing - relevant if IPO is contemplated

7. Employee Share Ownership: Special provisions for employee shareholders - relevant if company has employee share ownership schemes

8. Foreign Investment Compliance: Additional provisions for compliance with FEMA - needed if foreign shareholders are involved

Suggested Schedules

1. Schedule 1 - Shareholder Details: List of current shareholders with their shareholding details

2. Schedule 2 - Company Information: Detailed company information including registration details, share capital structure

3. Schedule 3 - Valuation Formula: Detailed methodology for share valuation

4. Schedule 4 - Transfer Notice Format: Prescribed format for share transfer notices

5. Schedule 5 - Deed of Adherence: Format for new shareholders to become bound by the agreement

6. Schedule 6 - Insurance Requirements: Details of required insurance policies and coverage

7. Schedule 7 - Reserved Matters: List of decisions requiring special majority or unanimous consent

8. Appendix A - Share Certificate Format: Format for share certificates to be issued

Authors

Alex Denne

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

Relevant legal definitions

























































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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Education

Construction

Hospitality

Media and Entertainment

Agriculture

Telecommunications

Energy

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Risk Management

Corporate Governance

Board of Directors

Executive Leadership

Investment

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Shareholder

Investment Manager

Private Equity Manager

Venture Capitalist

Business Owner

Partner

Financial Controller

Risk Manager

Corporate Governance Officer

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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