Share Sale Deed Template for India

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed for transferring 10,000 shares of my private limited technology company to a foreign investor, with completion scheduled for March 2025, including necessary FEMA compliance provisions and an escrow mechanism for the payment."

Document background
A Share Sale Deed is essential for documenting and executing share transfers in India, whether for private or public companies. This document is used when shareholders wish to sell their shareholding to other parties, during corporate restructuring, or in merger and acquisition transactions. The deed must comply with Indian corporate laws, particularly the Companies Act 2013, SEBI regulations (for listed companies), and relevant stamp duty requirements. It typically includes detailed information about the shares being transferred, purchase price, payment terms, representations and warranties, and completion mechanics. The Share Sale Deed serves as a legally binding agreement that protects both parties' interests and provides clear evidence of the transfer of ownership. It's particularly important for maintaining proper corporate records and ensuring compliance with regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with complete details

2. Background: Context of the transaction, including details of the Company whose shares are being transferred

3. Definitions: Definitions of key terms used throughout the deed

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

5. Consideration and Payment Terms: Details of payment structure, timing, and method of payment

6. Completion: Conditions precedent, completion obligations, and timing of transfer

7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Purchaser's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

9. Covenants: Pre and post-completion obligations of both parties

10. Indemnification: Indemnity provisions for breach of warranties or representations

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

12. Notices: Process and addresses for serving notices under the deed

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

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

3. Non-Compete and Non-Solicitation: Include when seller is required to restrict future business activities

4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

5. Foreign Investment Compliance: Include when transaction involves foreign investors

6. Tax Indemnity: Include when specific tax risks need to be allocated between parties

7. Escrow Arrangements: Include when part of the consideration needs to be held in escrow

Suggested Schedules

1. Details of the Shares: Complete description of shares being transferred including share certificate numbers and distinctive numbers

2. Company Information: Details of the company including corporate information, financial statements, and material contracts

3. Warranties: Detailed list of warranties given by the Seller regarding the shares and the company

4. Encumbrances: List of any existing charges or encumbrances on the shares

5. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion

6. Corporate Authorizations: Copies of relevant board resolutions and other corporate approvals

7. Regulatory Approvals: List of required regulatory approvals and their status

8. Disclosure Schedule: Exceptions and qualifications to the warranties

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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Education

Agriculture

Mining and Materials

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment Banking

Due Diligence

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Company Secretary

Legal Counsel

Investment Banker

Private Equity Manager

Mergers & Acquisitions Director

Corporate Finance Manager

Risk Manager

Compliance Officer

Due Diligence Officer

Business Development Director

Board Director

Shareholder Relations 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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