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LLC Shareholder Agreement

LLC Shareholder Agreement Template for India

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Key Requirements PROMPT example:

LLC Shareholder Agreement

"I need an LLC Shareholder Agreement for my tech startup in Bangalore, with three co-founders and one venture capital investor, including specific provisions for future funding rounds and an IPO planned for 2025."

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Document background
An LLC Shareholder Agreement is essential when establishing or formalizing the relationship between shareholders in an Indian Limited Liability Company. This document becomes particularly crucial when a company has multiple shareholders, whether they are founders, investors, or other stakeholders. It is designed to protect shareholder interests while ensuring smooth company operations under Indian law, specifically complying with the Companies Act, 2013. The agreement typically covers critical aspects such as share transfer mechanisms, voting rights, board composition, dividend policies, and dispute resolution procedures. It's commonly used during company formation, when new investors join, or when existing shareholders wish to formalize their arrangements. The document must align with Indian regulatory requirements while providing flexibility for business operations.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company information and purpose of the arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding pattern

5. Transfer of Shares: Rules and restrictions governing share transfers, including right of first refusal

6. Corporate Governance: Board composition, appointment rights, and decision-making processes

7. Shareholder Meetings: Procedures for conducting shareholder meetings and voting rights

8. Reserved Matters: List of decisions requiring special majority or unanimous consent

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Information Rights: Shareholders' rights to company information and financial statements

11. Deadlock Resolution: Mechanisms to resolve deadlocks in decision-making

12. Term and Termination: Duration of agreement and circumstances for termination

13. Confidentiality: Obligations regarding confidential information

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

3. Anti-Dilution Protection: Protection for existing shareholders against dilution in future funding rounds

4. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

6. Strategic Rights: Special rights for strategic investors or industry partners

7. IPO Rights: Provisions regarding future public offerings and exit mechanisms

8. Employee Stock Options: Framework for ESOP implementation and administration

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Complete details of all shareholders including contact information and shareholding

2. Schedule 2 - Share Capital Structure: Detailed breakdown of company's share capital and classes of shares

3. Schedule 3 - Reserved Matters List: Comprehensive list of matters requiring special approval

4. Schedule 4 - Board Composition: Details of current board structure and nomination rights

5. Schedule 5 - Business Plan: Initial business plan and key milestones

6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in various scenarios

8. Schedule 8 - Company Articles: Copy of the company's articles of association

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

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alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Annual General Meeting
Articles of Association
Board of Directors
Business Day
Business Plan
Call Option
Companies Act
Confidential Information
Deed of Adherence
Director
Dividend
Encumbrance
Events of Default
Exit Event
Fair Market Value
Financial Year
Founding Shareholders
Initial Public Offering
Intellectual Property Rights
Investor Director
Material Adverse Effect
Memorandum of Association
Nominee Director
Ordinary Resolution
Permitted Transferee
Put Option
Qualified IPO
Related Party
Reserved Matters
ROFR Notice
Sale Shares
Share Capital
Shareholders Meeting
Special Resolution
Strategic Investor
Subsidiary
Tag-Along Right
Transfer
Drag-Along Right
Valuation
Voting Rights
Clauses
Share Capital
Share Transfer
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Pre-emptive Rights
Dividend Rights
Information Rights
Non-Compete
Non-Solicitation
Confidentiality
Put Option
Call Option
Anti-Dilution
Exit Rights
IPO Rights
Deadlock Resolution
Dispute Resolution
Governing Law
Termination
Assignment
Indemnification
Representations and Warranties
Force Majeure
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Services

Retail

E-commerce

Healthcare

Real Estate

Financial Services

Telecommunications

Energy

Infrastructure

Education

Consulting

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Investment

Corporate Affairs

Board Secretariat

Risk Management

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Manager

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Investment Analyst

Legal Director

Risk Manager

Industries
Companies Act, 2013: Primary legislation governing company formation, operation, management, and shareholder rights in India. Key sections include provisions for shareholder rights, share transfer restrictions, board composition, and corporate governance.
Indian Contract Act, 1872: Fundamental law governing contract formation and enforcement in India. Essential for ensuring the shareholder agreement's validity and enforceability.
Securities Contracts (Regulation) Act, 1956: Regulates securities trading and transfer. Relevant for provisions regarding share transfer mechanisms and restrictions.
SEBI Guidelines and Regulations: Regulatory framework for securities market, including guidelines on substantial acquisition of shares and takeovers, insider trading regulations, and disclosure requirements.
Income Tax Act, 1961: Governs taxation aspects of share transfers, dividend distributions, and other financial transactions between shareholders.
Arbitration and Conciliation Act, 1996: Relevant for structuring dispute resolution mechanisms within the shareholder agreement, particularly for including arbitration clauses.
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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