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Share Contribution Agreement Template for India

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement under Indian law for my tech startup receiving 10,000 shares from three individual contributors, with specific provisions for future voting rights and tag-along rights for the contributors."

Document background
The Share Contribution Agreement is a crucial document in Indian corporate transactions, used when shareholders wish to contribute their shares to another company as part of corporate restructuring, investment strategies, or group reorganizations. This agreement, governed by Indian law and regulated primarily under the Companies Act, 2013, serves as a comprehensive framework detailing the entire contribution process, from initial terms to completion mechanics. It includes essential elements such as share valuation, regulatory compliance requirements, tax implications, and necessary corporate approvals. The document is particularly important in ensuring compliance with Indian regulatory requirements, including SEBI regulations for listed companies and FEMA regulations for foreign investment cases. It provides legal protection to all parties by clearly defining their rights, obligations, and the procedures for executing the share contribution.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the contributor(s) and the receiving company

2. Background: Context of the transaction, including brief company history and purpose of the share contribution

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

4. Share Contribution Details: Specific details of shares being contributed, including number, class, and nominal value

5. Consideration: Details of any consideration being provided in exchange for the share contribution

6. Conditions Precedent: Conditions that must be satisfied before the share contribution becomes effective

7. Completion Mechanics: Step-by-step process for executing the share contribution

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority

9. Contributor's Covenants: Specific promises and obligations of the share contributor

10. Company Covenants: Specific promises and obligations of the receiving company

11. Indemnification: Terms for compensating parties for losses arising from breaches

12. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

13. Notices: Process and addresses for formal communications between parties

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Foreign Investment Compliance: Required when any party is a foreign entity, addressing FEMA compliance and RBI approvals

2. Tag-Along Rights: Optional protection for minority shareholders to join in transfer of shares

3. Drag-Along Rights: Optional right of majority shareholders to force minority holders to join in transfer

4. Non-Competition: Restrictions on contributor's competitive activities, if applicable

5. Tax Matters: Specific tax treatment and obligations when complex tax implications are involved

6. Regulatory Compliance: Special provisions for regulated industries or listed companies

7. Escrow Arrangements: When part of the transaction requires escrow mechanisms

8. Employee Matters: When the contribution affects employee stock options or similar schemes

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being contributed, including share certificates numbers and shareholding history

2. Schedule 2 - Contributor Information: Detailed information about the contributor, including KYC documents

3. Schedule 3 - Company Information: Corporate information including certificates of incorporation, board resolutions

4. Schedule 4 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

5. Schedule 5 - Completion Checklist: List of all documents and actions required at completion

6. Schedule 6 - Warranties: Detailed warranties given by each party

7. Appendix A - Form of Share Transfer Deed: Template for the physical share transfer documentation

8. Appendix B - Board Resolution Templates: Standard form board resolutions required for the transaction

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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Infrastructure

Energy

Telecommunications

Professional Services

Media and Entertainment

Education

Automotive

Agriculture

Mining

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Tax

Treasury

Risk Management

Corporate Secretarial

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Investment Manager

Corporate Development Manager

Compliance Officer

Tax Director

M&A Director

Board Member

Managing Director

Company Secretary

Risk Manager

Treasury 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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