Startup Shareholder Agreement Template for India

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my AI technology company based in Bangalore, with three co-founders and two angel investors, including provisions for an ESOP pool of 10% and clear anti-dilution protection for our upcoming Series A round planned for March 2025."

Document background
A Startup Shareholder Agreement is a fundamental document used when establishing or formalizing the relationship between shareholders in an Indian startup company. This agreement becomes particularly crucial during early-stage funding rounds, company restructuring, or when new investors join the cap table. The document, governed by Indian law, typically includes detailed provisions on share transfer restrictions, management rights, reserved matters, exit rights, and dispute resolution mechanisms. It must comply with the Companies Act, 2013, and other relevant Indian legislation while addressing specific concerns of the startup ecosystem, such as founder vesting, employee stock options, and future funding rounds. The agreement serves as a crucial governance tool that balances the interests of founders, investors, and the company while providing a clear framework for decision-making and conflict resolution.
Suggested Sections

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

2. Background: Context of the agreement, including company formation, business purpose, and existing shareholding structure

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

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

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

6. Pre-emptive Rights: Shareholders' rights to maintain their percentage shareholding in future share issues

7. Board Composition and Management: Structure of the board, appointment rights, and management provisions

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

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

10. General Meeting Provisions: Procedures for conducting shareholder meetings and voting rights

11. Deadlock Resolution: Mechanisms to resolve disputes and deadlocks between shareholders

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

13. Confidentiality: Obligations regarding confidential information

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

15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes

Optional Sections

1. Drag Along Rights: Right of majority shareholders to force minority shareholders to join in the sale of the company

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

3. Anti-Dilution Protection: Protection for investors against dilution in down rounds

4. Founder Vesting Provisions: Vesting schedule for founder shares to ensure continued involvement

5. IPO Rights: Rights and obligations in case of an initial public offering

6. ESOP Pool: Provisions regarding employee stock option pool and its management

7. Foreign Investment Compliance: Specific provisions for compliance with FEMA and foreign investment regulations

8. Strategic Rights: Special rights for strategic investors like right to board observer

9. Exit Preference: Preferential rights for certain shareholders in exit scenarios

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 company's share capital structure

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

4. Schedule 4: Deed of Adherence: Template for new shareholders to become party to the agreement

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

6. Schedule 6: Valuation Methodology: Agreed method for valuing shares in various transfer scenarios

7. Schedule 7: Anti-Dilution Formula: Detailed calculation method for anti-dilution protection

8. Schedule 8: Board Composition: Current board structure and nomination rights

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

E-commerce

Financial Services

Healthcare

Education Technology

Software Development

Biotechnology

Manufacturing

Retail

Artificial Intelligence

Clean Technology

Digital Media

Consumer Services

Enterprise Software

Logistics

Relevant Teams

Legal

Finance

Corporate Affairs

Compliance

Board of Directors

Executive Leadership

Corporate Governance

Investment

Company Secretarial

Risk Management

Relevant Roles

CEO

Founder

Co-Founder

Chief Legal Officer

General Counsel

Company Secretary

Chief Financial Officer

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Lawyer

Investment Banker

Board Member

Director

Legal Counsel

Compliance Officer

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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