Stock Buy Sell Agreement Template for India

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Key Requirements PROMPT example:

Stock Buy Sell Agreement

"I need a Stock Buy Sell Agreement for the sale of 25% shareholding in a private technology company, with tag-along rights for minority shareholders and an earn-out mechanism based on 2025 performance targets."

Document background
The Stock Buy Sell Agreement is a crucial document used in Indian corporate transactions to facilitate the transfer of shares between parties. It becomes necessary when shareholders wish to sell their stakes or when new investors seek to acquire shares in a company. The agreement ensures compliance with Indian corporate laws, including the Companies Act 2013, SEBI regulations, and tax laws, while protecting both buyers' and sellers' interests. It typically includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, and completion requirements. The document is particularly important in private companies where shares are not freely transferable and in situations involving strategic investments, exit arrangements, or corporate restructuring.
Suggested Sections

1. Parties: Identification of all parties to the agreement including selling shareholders, purchasing shareholders, and the company

2. Background: Context of the agreement, including current shareholding structure and reason for the transaction

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

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

5. Purchase Price and Payment Terms: Detailed payment structure, timing, and method of payment

6. Conditions Precedent: Conditions that must be satisfied before the transaction can complete

7. Completion: Process and requirements for completing the transaction, including timing and delivery of documents

8. Representations and Warranties: Statements of fact and assurances from both seller and purchaser

9. Covenants: Ongoing obligations of the parties before and after completion

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement

Optional Sections

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

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

3. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares before third parties

4. Share Retention and Lock-in: Include when restrictions on share transfers for specific periods are needed

5. Non-Compete and Non-Solicitation: Include when selling shareholders need to be restricted from competing activities

6. Foreign Investment Compliance: Include when transaction involves foreign investors and FEMA compliance

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

8. Board Nomination Rights: Include when purchaser is to receive board representation rights

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers and distinctive numbers

2. Schedule 2 - Warranties: Detailed list of warranties given by seller and purchaser

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Company Information: Key company information including financial statements and material contracts

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares

6. Appendix A - Board Resolutions: Format of board resolutions required for the transaction

7. Appendix B - Share Transfer Forms: Format of share transfer forms to be executed

8. Appendix C - Payment Details: Detailed payment instructions and bank account information

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

Professional Services

Energy

Telecommunications

Education

Infrastructure

Agriculture

Entertainment

Logistics

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Investment Banking

Board Secretariat

Mergers & Acquisitions

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

M&A Director

Finance Director

Business Development Manager

Corporate Finance Manager

Compliance Officer

Private Equity Manager

Investment Manager

Risk Manager

Board Director

Managing 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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