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Shareholder Buyout Agreement

Shareholder Buyout Agreement Template for India

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Key Requirements PROMPT example:

Shareholder Buyout Agreement

"I need a Shareholder Buyout Agreement for my tech startup in Bangalore, where two minority shareholders (holding 15% each) are selling their shares to the majority shareholder, with payment to be made in three installments over 2025."

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Document background
The Shareholder Buyout Agreement is a crucial document used when existing shareholders wish to exit a company by selling their shares to other shareholders or back to the company itself. This agreement is particularly important in the Indian business context, where it must comply with the Companies Act, 2013, SEBI regulations (if applicable), and relevant tax laws. It typically becomes necessary during business restructuring, dispute resolution, retirement of partners, or strategic exits. The document covers essential elements such as share valuation, payment mechanisms, representations and warranties, and regulatory compliance requirements. It also addresses specific Indian legal requirements such as stamp duty obligations and foreign exchange regulations if international parties are involved. The agreement serves as a legally binding record of the transaction terms and protects all parties' interests while ensuring smooth transition of ownership.
Suggested Sections

1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s) or company, and the company whose shares are being transferred

2. Background: Context of the buyout, current shareholding structure, and reason for the transaction

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Payment Terms: Structure and timing of payments, including any installment arrangements or escrow provisions

6. Conditions Precedent: Requirements that must be met before the transaction can complete

7. Completion: Process and requirements for closing the transaction, including timing and delivery of documents

8. Seller's Warranties: Representations and warranties from the selling shareholder regarding share ownership, authority to sell, etc.

9. Purchaser's Warranties: Representations and warranties from the purchasing party regarding authority and ability to complete the purchase

10. Confidentiality: Obligations to maintain confidentiality of the transaction and company information

11. Tax Matters: Allocation of tax liabilities and responsibilities

12. Dispute Resolution: Process for resolving any disputes arising from the agreement

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

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key business knowledge

2. Earnout Provisions: Structure for additional payments based on future performance - use when price includes performance-based components

3. Director Resignation: Terms for resignation from board positions - include when seller holds directorship

4. Employee Matters: Provisions regarding ongoing employment - include when seller is also an employee

5. Intellectual Property Rights: Special provisions for IP transfer or protection - include when seller has created or owns company IP

6. Foreign Investment Compliance: Additional provisions for foreign shareholders - include when transaction involves foreign parties

7. Bank Financing: Provisions related to external financing - include when purchase is funded by bank loans

Suggested Schedules

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

2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

3. Completion Obligations: Detailed list of actions and documents required at completion

4. Company Information: Key company details including assets, liabilities, and material contracts

5. Outstanding Liabilities: List of any outstanding liabilities or claims against the shares or company

6. Required Consents: List of third-party consents required for the transfer

7. Form of Resignation Letter: Template for director resignation letter if applicable

8. Transfer Forms: Share transfer forms and other statutory forms required for the transfer

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
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Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Media & Entertainment

Education

Telecommunications

Energy

Agriculture

Logistics

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Strategy

Risk Management

Board Secretariat

Corporate Communications

Investment Relations

Treasury

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Board Member

Compliance Officer

Corporate Strategy Director

Business Development Manager

Risk Manager

Financial Controller

Shareholder Relations Manager

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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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