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Shareholders Agreement

Sophisticated shareholders agreement template for Indian private limited companies harmonised with the Companies Act, 2013, covering rights, governance, transfer restrictions, tag-along, drag-along and investor protections.

Takes 6 minutes ~3 pages Expert drafted
shareholders agreementSHAinvestor rightstag alongdrag alongtransfer restrictionscompanies act 2013startup investment
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What is a Shareholders Agreement?

A detailed shareholders agreement template for Indian private limited companies that codifies shareholder rights, corporate governance, investor protections, transfer restrictions and exit mechanisms in line with the Companies Act, 2013.

When should you use this?

Common situations where this document is the right choice.

When raising an equity round from angels, family offices or venture capital investors into an Indian private limited company.
When existing shareholders want to formalise rights around governance, information, transfer restrictions, tag-along, drag-along and exit.
When aligning the Articles of Association with a negotiated shareholders agreement for enforceability in India.

What's included

Key sections and clauses in this document.

Share capital structure and fully diluted cap table confirmations.
Board composition, promoter and investor nomination rights, and quorum.
Comprehensive list of reserved matters requiring investor consent.
Transfer restrictions, right of first refusal / offer, pre-emptive rights.
Tag-along and drag-along provisions with configurable thresholds.
Economic rights including liquidation preference references and distribution waterfall.
Information, inspection, confidentiality, governing law and arbitration clauses.
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How it works

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Frequently asked questions

Everything you need to know before creating your document.

Is a shareholders agreement mandatory under Indian law?+

No, the Companies Act, 2013 does not mandate a shareholders agreement, but it is strongly recommended to supplement the Articles of Association and capture detailed inter se rights and obligations among shareholders.

Do the provisions of a shareholders agreement override the Articles of Association?+

Indian jurisprudence generally requires that key restrictions and rights contained in the shareholders agreement be mirrored in the Articles of Association to be enforceable against all members; provisions contrary to the Act or Articles may be struck down.

Should early-stage angel rounds also have a shareholders agreement?+

Yes. Even in small rounds, a focused shareholders agreement helps prevent misunderstandings around control, economics and exit and gives comfort to sophisticated angels and seed funds.

How does this document work with separate share subscription agreements?+

Typically, the share subscription agreement governs the conditions for issuing new shares, while this shareholders agreement governs ongoing rights and obligations of shareholders and corporate governance post-closing.

Legally valid

Compliant with Indian law

Expert drafted

By certified legal professionals

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Shareholders Agreement

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