Shareholders Agreement For Private Limited Company Template for India

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Shareholders Agreement For Private Limited Company

"I need a Shareholders Agreement For Private Limited Company for my technology startup based in Bangalore, with provisions for three founding shareholders and two venture capital investors, including specific clauses for ESOP pool creation and anti-dilution protection for March 2025 funding round."

Document background
The Shareholders Agreement For Private Limited Company is a fundamental document in Indian corporate governance, typically implemented during company formation or when new shareholders enter the business. It serves as a binding contract between shareholders, establishing their rights, responsibilities, and relationships while ensuring compliance with the Companies Act, 2013, and other relevant Indian regulations. This agreement is essential for companies seeking to establish clear governance structures, protect minority shareholders, facilitate investment, and prevent potential disputes. It covers crucial aspects such as share transfer restrictions, management control, decision-making processes, dividend policies, and exit mechanisms. The document is particularly important in the Indian context where private limited companies form a significant portion of the corporate landscape and require robust frameworks for shareholder relationships.
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 agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Share Capital and Shareholding Pattern: Details of authorized, issued, and paid-up capital, and current shareholding structure

5. Transfer Restrictions: Restrictions on transfer of shares, including right of first refusal and tag-along rights

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

7. Shareholders' Meetings: Procedures for conducting shareholders' meetings, voting rights, and quorum requirements

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

9. Funding and Capital Structure: Provisions for future funding, capital calls, and dilution protection

10. Dividends and Distribution Policy: Policy on declaration and distribution of dividends

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

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

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of the agreement and circumstances for termination

15. Dispute Resolution: Mechanism for resolving disputes between shareholders

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Drag Along Rights: Include when majority shareholders may need to force minority shareholders to join in the sale of the company

2. Tag Along Rights: Include when minority shareholders need protection to join in sale of majority stakes

3. Anti-Dilution Protection: Include when there are investors requiring protection against future down rounds

4. Founders' Special Rights: Include when founders need specific rights or protections

5. Put and Call Options: Include when shareholders want specific exit rights through put or call options

6. Strategic Rights: Include for strategic investors requiring specific business-related rights

7. Employee Stock Options: Include when the company has or plans to have an ESOP scheme

8. Foreign Investment Compliance: Include when there are foreign shareholders or potential foreign investment

9. Digital Rights: Include for technology companies with specific IP or digital assets

10. Environmental and Social Compliance: Include for companies with specific ESG requirements or commitments

Suggested Schedules

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

2. Schedule 2: Share Capital and Shareholding Pattern: Detailed breakdown of share capital structure and shareholding percentages

3. Schedule 3: Reserved Matters: 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 to join the agreement

7. Schedule 7: Tag Along Notice Format: Template for exercising tag along rights

8. Schedule 8: Competitors List: List of identified competitors for non-compete provisions

9. Appendix A: Articles of Association: Copy of the company's Articles of Association

10. Appendix B: Shareholders' Resolution: Relevant shareholders' resolutions approving the agreement

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

E-commerce

Financial Services

Healthcare

Real Estate

Retail

Professional Services

Education

Agriculture

Media & Entertainment

Telecommunications

Information Technology

Biotechnology

Clean Energy

Consumer Goods

Infrastructure

Logistics

Hospitality

Consulting

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Risk Management

Investment Relations

Corporate Communications

Business Development

Strategy

Board Secretariat

Corporate Affairs

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Manager

Board Director

Compliance Officer

Business Development Manager

Corporate Finance Manager

Investment Analyst

Venture Capital Associate

Private Equity Manager

Risk Manager

Strategy Director

Governance Officer

Shareholder Relations Manager

Corporate Communications Director

Financial Controller

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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