Contract For Sale Of Shares In A Private Company Template for India

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Key Requirements PROMPT example:

Contract For Sale Of Shares In A Private Company

"I need a Contract For Sale Of Shares In A Private Company for the sale of 25% shareholding in a technology startup, where the seller requires staggered payments over 6 months and the completion date is set for March 15, 2025."

Document background
The Contract For Sale Of Shares In A Private Company is a crucial legal document used in Indian corporate transactions when transferring ownership of shares in a private limited company. This document is essential for both partial and complete stake sales, ensuring compliance with the Companies Act, 2013, Income Tax Act, 1961, and other relevant Indian legislation. It becomes necessary when shareholders wish to exit their investment, during corporate restructuring, or in M&A scenarios. The agreement typically includes detailed provisions about the transaction structure, valuation, payment terms, warranties, and various regulatory compliance requirements specific to Indian private companies. It also addresses key aspects such as board approval, existing shareholder rights, and necessary corporate and regulatory filings.
Suggested Sections

1. Parties: Details of the seller(s) and purchaser(s), including full legal names, addresses, and registration details if companies

2. Background: Context of the transaction, including details about the company whose shares are being sold and the current shareholding structure

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement

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

5. Completion: Details of when and how the transfer will be completed, including conditions precedent and completion obligations

6. Payment Terms: Structure and timing of payments, including any deferred consideration or escrow arrangements

7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell

8. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase

9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

10. Confidentiality: Obligations regarding confidential information and announcements about the transaction

11. Notices: Process for giving formal notices under the agreement

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

Optional Sections

1. Tax Indemnity: Specific indemnities relating to tax liabilities, used when tax risks are identified during due diligence

2. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent transactions

4. Tag-Along Rights: Rights of remaining shareholders to join in the sale, used in partial stake sales

5. Drag-Along Rights: Rights to force other shareholders to join the sale, used in majority stake transfers

6. Foreign Investment Compliance: Additional provisions for compliance with FEMA and RBI regulations, used when foreign investors are involved

7. Board Composition: Post-completion board structure, used in strategic investments or controlling stake transfers

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, directors, and capital structure

2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers and distinctive numbers

3. Warranties: Detailed warranties about the company, its business, and assets

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

5. Form of Share Transfer Form: Template of Form SH-4 as required under Companies Act, 2013

6. Disclosure Schedule: Exceptions and qualifications to the warranties

7. Board Resolution Templates: Draft board resolutions for approving the share transfer

8. Company Financial Statements: Recent financial statements of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Professional Services

Energy

Infrastructure

Education

Media and Entertainment

Telecommunications

Agriculture

Automotive

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Corporate Secretarial

Business Development

Investment

Due Diligence

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Investment Manager

M&A Director

Business Development Manager

Finance Director

Managing Director

Board Member

Compliance Officer

Transaction Advisor

Investment Banker

Private Equity Manager

Corporate Finance Manager

Legal Counsel

Due Diligence Manager

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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