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Share Allocation Agreement

Share Allocation Agreement Template for India

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement for my tech startup to issue Series A preferred shares to a US-based venture capital firm, allocating 15% of our company's share capital in March 2025 with standard anti-dilution and board nomination rights."

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Document background
The Share Allocation Agreement is a crucial document used when a company in India decides to issue new shares, whether for capital raising, employee stock options, or strategic investment purposes. It serves as the primary legal instrument documenting the terms of share issuance and subscription, ensuring compliance with Indian corporate and securities laws, particularly the Companies Act 2013. The agreement typically includes detailed information about the share allocation, including class of shares, price, payment terms, and any special rights attached to the shares. It becomes particularly important in scenarios involving foreign investment, where additional regulatory compliance under FEMA may be required. The document also serves as evidence of the transaction for regulatory filings and corporate records.
Suggested Sections

1. Parties: Details of the Company issuing shares and the Subscriber(s) receiving the allocation

2. Background: Context of the share allocation, including company's current share capital structure and reason for allocation

3. Definitions: Key terms used throughout the agreement

4. Share Allocation Details: Specific details of shares being allocated including number, class, and nominal value

5. Consideration: Price per share and total consideration payable for the allocation

6. Payment Terms: Timeline and method of payment for the shares

7. Conditions Precedent: Conditions that must be satisfied before the share allocation becomes effective

8. Completion Obligations: Actions to be taken by each party to complete the share allocation

9. Representations and Warranties: Standard representations by both parties regarding their capacity and authority

10. Compliance with Laws: Confirmation of compliance with relevant laws and regulations

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for serving notices under the agreement

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

Optional Sections

1. Foreign Investment Compliance: Required when shares are being allocated to foreign investors, including FEMA compliance

2. Pre-emptive Rights: Include when existing shareholders have rights to maintain their percentage ownership

3. Tag-Along Rights: Include when minority shareholders are to be given the right to join in the sale of shares

4. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale

5. Share Transfer Restrictions: Include when specific restrictions on transfer of allocated shares are required

6. Board Nomination Rights: Include when the share allocation comes with rights to nominate directors

7. Anti-dilution Protection: Include when investors need protection against future dilution of their shareholding

8. Information Rights: Include when subscribers are to be given specific information access rights

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of the company's share capital before and after the allocation

2. Subscription Form: Form to be completed by the subscriber for the share allocation

3. Board Resolution: Copy of board resolution approving the share allocation

4. Shareholders' Resolution: Copy of shareholders' resolution if required for the allocation

5. Valuation Report: Independent valuation report if required (especially for premium pricing)

6. Payment Schedule: Detailed schedule of payment installments if payment is not one-time

7. Completion Checklist: List of all documents and actions required for completing the allocation

8. Regulatory Approvals: Copies of any required regulatory approvals or filings

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Allocated Shares
Articles of Association
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Equity Shares
Existing Shareholders
FEMA
Governmental Authority
INR
Issue Price
Material Adverse Effect
Memorandum of Association
Nominee
Parties
Person
Preference Shares
Regulatory Approvals
RBI
SEBI
Securities
Share Capital
Shareholders
Share Certificate
Subscriber
Subscription Amount
Subscription Shares
Tax
Transaction Documents
Transfer
Valuation Report
Working Hours
Clauses
Interpretation
Share Allocation
Consideration
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Covenants
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Nomination Rights
Information Rights
Anti-dilution Protection
Regulatory Compliance
Foreign Investment Compliance
Confidentiality
Indemnification
Term and Termination
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Infrastructure

Retail

E-commerce

Telecommunications

Energy

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Corporate Governance

Risk Management

Treasury

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Board Director

Financial Controller

Corporate Finance Manager

Private Equity Manager

Venture Capital Manager

Investment Banker

Risk Manager

Corporate Governance Officer

Industries
Companies Act, 2013: Primary legislation governing company operations in India, including share capital, allotment, transfer procedures, and corporate governance requirements
Securities Contracts (Regulation) Act, 1956: Regulates securities trading and stock exchanges; relevant for listed companies and transfer of securities
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: Governs the issuance of shares, particularly for listed companies, including disclosure requirements and procedural aspects
Income Tax Act, 1961: Relevant for tax implications on share transfers, including provisions related to capital gains and share valuation
Indian Stamp Act, 1899: Determines the stamp duty payable on share transfer documents and agreements
Foreign Exchange Management Act (FEMA), 1999: Applicable if foreign investment is involved in the share allocation, including pricing guidelines and sectoral caps
Securities and Exchange Board of India Act, 1992: Regulates securities market and protects investor interests, including provisions for fair trading and disclosure requirements
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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