Shareholders Agreement And Share Subscription Agreement

Shareholders Agreement And Share Subscription Agreement Template for India

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Key Requirements PROMPT example:

"Need a Shareholders Agreement and Share Subscription Agreement for a Series A investment round where a US-based venture capital firm is investing INR 50 crores in our Indian technology startup, acquiring 20% equity with standard venture capital rights and board seat."

Document background

The Shareholders Agreement And Share Subscription Agreement is a critical document in Indian corporate law that serves dual purposes: facilitating new investment into a company and establishing the framework for shareholder relationships. It is typically used when companies are raising capital from new investors while wanting to formalize the rights and obligations of all shareholders. The agreement must comply with various Indian regulations, including the Companies Act 2013, Securities laws, and if applicable, foreign investment regulations. It includes detailed provisions on share subscription, payment terms, representations and warranties, governance structures, shareholder rights, transfer restrictions, and exit mechanisms. This document is particularly important in private equity and venture capital transactions but is also used in family businesses, joint ventures, and other corporate structures where multiple shareholders need to establish clear governance and operational frameworks.

Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors

2. Background/Recitals: Context of the transaction, company information, and purpose of the agreement

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

4. Share Subscription: Details of shares being subscribed, including class, number, and price per share

5. Consideration and Payment Terms: Payment details for the share subscription including timing and method

6. Conditions Precedent: Conditions that must be satisfied before completion of the share subscription

7. Completion: Process and obligations for completing the share subscription transaction

8. Representations and Warranties: Statements of fact and assurances from all parties

9. Board Composition and Management: Structure and composition of the board, appointment rights, and management provisions

10. Shareholder Rights and Obligations: Key rights and obligations of shareholders including voting rights and share transfer restrictions

11. Reserved Matters: Decisions requiring special approval from specific shareholders or board members

12. Information Rights: Rights of shareholders to receive company information and financial statements

13. Transfer Restrictions: Restrictions on the transfer of shares and process for permitted transfers

14. Exit Rights: Provisions regarding company exit, IPO, and other liquidity events

15. Term and Termination: Duration of the agreement and circumstances for termination

16. Confidentiality: Obligations regarding confidential information

17. Dispute Resolution: Process for resolving disputes between parties

18. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale

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

4. ROFR and ROFO: Include detailed Right of First Refusal and Right of First Offer provisions when shareholders want additional control over share transfers

5. Foreign Investment Compliance: Include when there are foreign investors to ensure FEMA compliance

6. Non-Compete and Non-Solicit: Include when restrictions on competitive activities are required for key shareholders

7. Deadlock Resolution: Include when there are equal shareholding structures that might lead to deadlocks

8. Put and Call Options: Include when shareholders want specific rights to sell to or buy from other shareholders

Suggested Schedules

1. Schedule 1: Details of the Company: Corporate information, share capital structure, and existing shareholders

2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including share price calculation

3. Schedule 3: Conditions Precedent: Detailed list of all conditions to be satisfied before completion

4. Schedule 4: Completion Obligations: Step-by-step process and documentation required for completion

5. Schedule 5: Warranties: Detailed warranties given by the Company and existing shareholders

6. Schedule 6: Reserved Matters: Comprehensive list of matters requiring special approval

7. Schedule 7: Board Procedures: Detailed procedures for board meetings and governance

8. Schedule 8: Tag Along Calculation: Formula and process for calculating tag along rights

9. Schedule 9: Deed of Adherence: Form of deed for new shareholders joining the agreement

10. Schedule 10: Financial Year Business Plan: Initial business plan and financial projections

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

E-commerce

Manufacturing

Healthcare

Financial Services

Real Estate

Retail

Infrastructure

Education

Professional Services

Media and Entertainment

Biotechnology

Clean Energy

Agriculture

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Board of Directors

Executive Management

Investment

Corporate Secretarial

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Associate

Company Secretary

Legal Counsel

Investment Banker

Corporate Development Manager

Board Director

Managing Director

Finance Director

Compliance Officer

Business Development Manager

Corporate Strategy Manager

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