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Simple Share Transfer Agreement Template for India

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Key Requirements PROMPT example:

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."

Document background
A Simple Share Transfer Agreement is a fundamental document used in Indian corporate transactions to formalize and document the transfer of shares between parties. This agreement is essential when shareholders wish to sell or transfer their shares to other individuals or entities, whether in private or public companies. The document must comply with the Companies Act, 2013, SEBI regulations (for listed companies), and other relevant Indian legislation. It typically includes details about the shares being transferred, consideration amount, payment terms, and completion mechanics. The agreement is particularly important as it serves as evidence of the transfer for corporate and tax purposes, and is required for updating the company's statutory registers. It's commonly used in various scenarios including exit of shareholders, internal restructuring, or investment transactions, and must be properly stamped as per the Indian Stamp Act to be admissible as evidence.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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


























Clauses

























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Affairs

Board Secretariat

Investment

Operations

Relevant Roles

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

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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