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Company Agreement for India

Company Agreement Template for India

A comprehensive legal document governed by Indian law that establishes the fundamental structure and operational framework of a company. It defines the relationships between shareholders, sets out corporate governance mechanisms, and details the rights and obligations of all parties involved. The agreement ensures compliance with the Companies Act 2013 and other relevant Indian legislation while providing clear guidelines for company management, share transfers, decision-making processes, and dispute resolution mechanisms. This document serves as the cornerstone of corporate governance and shareholder relationships in Indian companies.

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What is a Company Agreement?

The Company Agreement serves as the foundational document for businesses operating in India, providing a comprehensive framework for corporate governance and shareholder relationships. This document is essential when establishing a new company or restructuring an existing one, ensuring compliance with the Companies Act 2013 and other relevant Indian legislation. It details crucial aspects such as share capital structure, management rights, transfer restrictions, and corporate governance mechanisms. The agreement is particularly important in scenarios involving multiple shareholders, investment rounds, or complex corporate structures. It provides legal certainty and clarity regarding the rights, obligations, and relationships between the company and its shareholders while incorporating necessary safeguards for minority shareholder protection and efficient dispute resolution under Indian jurisdiction.

What sections should be included in a Company Agreement?

1. Parties: Identification of all parties to the agreement, including registered addresses and company registration details

2. Background: Context of the agreement, including company formation purpose and brief history

3. Definitions: Definitions of key terms used throughout the agreement

4. Company Name and Registered Office: Official company name, registered office address, and provisions for changing the same

5. Business Objects: Primary and ancillary business objectives of the company

6. Share Capital: Details of authorized and issued share capital, share classes, and rights

7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and dividend entitlements

8. Board of Directors: Composition, appointment, removal, and powers of the board

9. Board Meetings: Procedures for conducting board meetings, including notice, quorum, and voting

10. Shareholders' Meetings: Procedures for general meetings, including annual and extraordinary general meetings

11. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

12. Financial Management: Financial year, accounts, audits, and dividend policy

13. Confidentiality: Provisions for protecting company and shareholder confidential information

14. Dispute Resolution: Mechanisms for resolving disputes between shareholders or with the company

15. Termination: Circumstances and procedures for termination of the agreement

16. Governing Law: Specification of Indian law as governing law and jurisdiction

What sections are optional to include in a Company Agreement?

1. Tag-Along Rights: Include when minority shareholder protection is required, giving them the right to join in sale of shares by majority

2. Drag-Along Rights: Include when majority shareholders need the power to force minority shareholders to join in sale of company

3. Anti-Dilution Protection: Include when investors need protection against future down rounds

4. Dividend Policy: Include when specific dividend distribution rules are required beyond basic provisions

5. Non-Compete: Include when restrictions on shareholders' competing activities are necessary

6. Intellectual Property Rights: Include when the company has significant IP assets or specific IP arrangements

7. Employee Stock Option Pool: Include when the company plans to offer employee stock options

8. Foreign Investment Provisions: Include when foreign investors are involved or anticipated

9. Exit Rights: Include when specific exit mechanisms for shareholders need to be defined

What schedules should be included in a Company Agreement?

1. Schedule 1 - Details of Shareholders: Complete list of shareholders with their shareholding details and contact information

2. Schedule 2 - Initial Directors: List of initial directors with their DIN and contact details

3. Schedule 3 - Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation

4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous consent

5. Schedule 5 - Business Plan: Initial business plan and key milestones

6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement

7. Appendix A - Company Policies: Key company policies referenced in the agreement

8. Appendix B - Share Transfer Forms: Standard forms for share transfers and related procedures

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions




















































Clauses



































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Real Estate

Professional Services

E-commerce

Education

Agriculture

Transportation

Energy

Media and Entertainment

Telecommunications

Construction

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Board of Directors

Executive Leadership

Corporate Affairs

Risk Management

Investor Relations

Company Secretariat

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Board Director

Compliance Officer

Investment Manager

Corporate Governance Officer

Business Development Manager

Shareholder Relations Manager

Risk Management Officer

General Counsel

Partner (Law Firm)

Investment Banker

Private Equity Manager

Venture Capitalist

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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