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Simple Share Transfer Agreement
"I need a Simple Share Transfer Agreement under Indian law for transferring 1,000 ordinary shares from an individual shareholder to another individual shareholder in a private limited company, with payment to be made in two installments."
1. Parties: Details of the Transferor (seller) and Transferee (buyer) of the shares
2. Background: Context of the transaction, including details about the Company whose shares are being transferred
3. Definitions: Key terms used throughout the agreement
4. Transfer of Shares: Core provision detailing the number of shares being transferred and the consideration
5. Consideration and Payment Terms: Details of the purchase price and how/when it will be paid
6. Completion: Steps to be taken to complete the transfer, including delivery of share certificates and filing requirements
7. Representations and Warranties: Standard warranties from both parties regarding their capacity to enter into the agreement and ownership/status of shares
8. Tax Matters: Responsibilities for payment of taxes arising from the transfer
9. Notices: How formal communications between parties should be made
10. Governing Law and Jurisdiction: Confirmation of Indian law as governing law and jurisdiction for disputes
1. Board Approval: Required if the company's articles of association require board approval for share transfers
2. Right of First Refusal Waiver: Required if other shareholders have pre-emptive rights that need to be waived
3. Earn-out Provisions: Used when part of the consideration is contingent on future performance
4. Non-compete and Non-solicitation: Relevant when the transferor is a key person in the company
5. Foreign Exchange Compliance: Required when transfer involves non-resident parties
6. Tag-along/Drag-along Rights: Needed when other shareholders have such rights that need to be addressed
7. Power of Attorney: Optional clause authorizing the transferee to complete registration formalities
1. Schedule 1 - Details of the Shares: Specific details of shares being transferred including share certificate numbers, distinctive numbers, and class of shares
2. Schedule 2 - Company Information: Key details about the company including registered office, registration number, and share capital structure
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed list of representations and warranties given by the transferor
5. Appendix A - Board Resolution: Copy of board resolution approving the transfer (if required)
6. Appendix B - Share Transfer Form: Standard form (Form SH-4) for transfer of shares as per Companies Act, 2013
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Education
Construction
Media and Entertainment
Legal
Corporate Secretarial
Finance
Compliance
Corporate Affairs
Board Secretariat
Investment
Operations
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Finance Director
Investment Manager
Managing Director
Chief Executive Officer
Board Director
Share Transfer Agent
Corporate Affairs Manager
Legal Manager
Transaction Lawyer
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