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Director Shareholder Agreement

Director Shareholder Agreement Template for India

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for my technology startup based in Bangalore, which will have foreign investors joining the board in March 2025; the agreement should include specific provisions for digital board meetings and protection of intellectual property rights."

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Document background
The Director Shareholder Agreement is a crucial document in Indian corporate law that should be implemented when establishing or restructuring a company's governance framework. This agreement is particularly important for private companies, startups, and family-owned businesses operating in India where clear delineation of rights and responsibilities between directors and shareholders is essential. The document addresses key aspects such as board composition, share transfer restrictions, voting rights, and management decisions, while ensuring compliance with the Companies Act 2013 and other relevant Indian regulations. It serves as a protective mechanism for both directors and shareholders, preventing potential conflicts and providing clear guidelines for corporate governance.
Suggested Sections

1. Parties: Identification of all shareholders and directors who are party to the agreement

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

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

4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding pattern

5. Director Appointments and Removal: Process for appointing and removing directors, including shareholder nomination rights

6. Board Composition and Governance: Structure of the board, meeting procedures, and voting requirements

7. Directors' Powers and Duties: Specific powers granted to directors and their fiduciary duties

8. Reserved Matters: Decisions requiring special majority or unanimous board/shareholder approval

9. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

10. Tag Along and Drag Along Rights: Rights of shareholders in case of stake sale

11. Confidentiality: Obligations regarding confidential information

12. Non-Compete and Non-Solicit: Restrictions on competitive activities and solicitation

13. Termination: Circumstances and process for terminating the agreement

14. Dispute Resolution: Mechanism for resolving disputes between parties

15. Governing Law and Jurisdiction: Applicable law and jurisdiction for the agreement

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to participate in new share issuances

2. Anti-dilution Protection: Protection for shareholders against dilution in certain circumstances

3. Exit Rights: Specific provisions for IPO, strategic sale, or other exit mechanisms

4. Dividend Policy: Framework for declaring and distributing dividends

5. Information Rights: Special rights for certain shareholders to receive company information

6. Director Indemnification: Provisions for protecting directors against legal claims

7. Digital Meetings: Provisions for conducting board meetings through digital means

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

Suggested Schedules

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

2. Schedule 2 - Details of Directors: List of current directors with their DIN and contact details

3. Schedule 3 - Share Capital Structure: Detailed breakdown of company's share capital and classes of shares

4. Schedule 4 - Reserved Matters List: Comprehensive list of matters requiring special approval

5. Schedule 5 - Board Committees: Structure and composition of various board committees

6. Appendix A - Company Articles: Copy of the company's articles of association

7. Appendix B - Board Resolution: Copy of board resolution approving the agreement

8. Appendix C - Compliance Certificates: Relevant regulatory compliance certificates

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




















































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Relevant Industries

Technology and Software

Manufacturing

Financial Services

Healthcare

Real Estate

Professional Services

Retail and E-commerce

Media and Entertainment

Education

Infrastructure

Telecommunications

Pharmaceuticals

Consulting

Energy and Utilities

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Compliance

Executive Management

Corporate Affairs

Investor Relations

Risk Management

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Board Member

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Investment Director

Shareholder Representative

Board Chairman

Executive Director

Non-Executive Director

Independent Director

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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