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Business Share Sale Agreement Template for India

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Key Requirements PROMPT example:

Business Share Sale Agreement

"I need a Business Share Sale Agreement for the sale of 75% shareholding in a private IT services company based in Bangalore, with specific provisions for key employee retention and intellectual property protection, expected to complete by March 2025."

Document background
The Business Share Sale Agreement is a crucial document used in Indian corporate transactions for transferring ownership of shares between parties. It is primarily utilized when selling a substantial or controlling stake in a company, whether private or public. The agreement must comply with Indian corporate laws, particularly the Companies Act 2013, Securities Contracts (Regulation) Act 1956, and relevant SEBI regulations for listed companies. It typically includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. The document is essential for protecting both parties' interests and ensuring legal compliance with Indian regulatory requirements, particularly regarding share transfer restrictions, tax implications, and foreign investment regulations where applicable.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with complete legal details

2. Background: Context of the transaction, including company details and reason for sale

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-Completion Obligations: Parties' obligations between signing and completion

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties about the company and shares

9. Buyer's Warranties: Representations and warranties from the buyer

10. Limitations on Liability: Caps, time limits and other restrictions on warranty claims

11. Confidentiality: Obligations regarding transaction and company information

12. Tax Matters: Tax-related warranties, indemnities and compliance obligations

13. Further Assurance: Obligations to take additional steps to give effect to the agreement

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Compete and Non-Solicit: Restrictions on seller's future business activities, used when seller is key to business

2. Regulatory Approvals: Required for transactions needing regulatory clearance (e.g., SEBI, CCI approval)

3. Foreign Investment Compliance: Required when buyer includes foreign investors

4. Employee Matters: Specific provisions regarding key employees or employee-related liabilities

5. Intellectual Property: Specific IP-related provisions when IP is crucial to business value

6. Break Fee: Compensation if deal fails under specific circumstances

7. Earn-out Provisions: Additional payment terms based on future performance

8. Tag-Along/Drag-Along Rights: For partial stake sales with continuing shareholders

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers

2. Company Information: Key corporate information including shareholding pattern

3. Warranties: Detailed warranties about the company and business

4. Completion Requirements: Detailed list of completion deliverables and steps

5. Encumbrances: List of existing charges or encumbrances on shares/assets

6. Material Contracts: List of key business contracts and obligations

7. Intellectual Property: Details of IP owned or licensed by the company

8. Properties: Details of real estate owned or leased by the company

9. Employee Information: Key employee details and employment terms

10. Financial Statements: Recent financial statements and management accounts

11. Tax Records: Summary of tax positions and pending assessments

12. Completion Statement Format: Template for financial statements at completion

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

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Infrastructure

Education

Telecommunications

Professional Services

Energy

Entertainment

Hospitality

E-commerce

Automotive

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Due Diligence

Mergers & Acquisitions

Corporate Development

Risk Management

Treasury

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Business Development Manager

Finance Director

Compliance Officer

Tax Manager

Due Diligence Officer

Mergers & Acquisitions Manager

Board Director

Transaction Advisory Manager

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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