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Unanimous Shareholder Agreement

Unanimous Shareholder Agreement Template for India

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Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for my technology startup based in Bangalore, with three co-founders and two angel investors, including specific provisions for future funding rounds and IP protection."

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Document background
The Unanimous Shareholder Agreement is a critical document in Indian corporate law that establishes a comprehensive framework for shareholder relations and corporate governance. It is particularly relevant when incorporating a new company, bringing in new investors, or formalizing existing shareholder arrangements. The agreement requires compliance with various Indian legal frameworks, including the Companies Act, 2013, Securities regulations, and the Indian Contract Act, 1872. It typically includes detailed provisions on share transfers, voting rights, board composition, reserved matters requiring unanimous consent, and exit mechanisms. This document is essential for private companies seeking to establish clear guidelines for shareholder interactions while ensuring protection of both majority and minority interests under Indian law.
Suggested Sections

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

2. Background: Context of the agreement, company information, and purpose of entering into the USA

3. Definitions and Interpretation: Comprehensive definitions of terms used and rules of interpretation

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

5. Management and Board Composition: Board structure, appointment rights, and decision-making processes

6. Shareholder Rights and Obligations: Fundamental rights and obligations of all shareholders

7. Reserved Matters: List of decisions requiring unanimous shareholder approval

8. Transfer Restrictions: Restrictions on share transfers and process for permitted transfers

9. Pre-emptive Rights: Rights of first refusal and process for new share issuance

10. Exit Rights and Transfer Provisions: Mechanisms for shareholder exits including tag-along and drag-along rights

11. Deadlock Resolution: Procedures for resolving deadlock situations

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of agreement and termination provisions

14. General Provisions: Standard clauses including notices, governing law, and dispute resolution

Optional Sections

1. Anti-Dilution Rights: Protection against dilution of shareholding, relevant for companies planning future funding rounds

2. Information Rights: Specific rights regarding access to company information, important for minority shareholders

3. Non-Compete and Non-Solicit: Restrictions on competitive activities, relevant when shareholders are involved in similar businesses

4. Dividend Policy: Specific provisions for dividend distribution, important for companies with planned regular distributions

5. IPO Rights: Provisions regarding future public offerings, relevant for companies planning to go public

6. FEMA Compliance: Special provisions for foreign shareholders, required when foreign investment is involved

7. Digital Rights: Provisions regarding intellectual property and technology, relevant for tech companies

8. CSR Obligations: Corporate Social Responsibility provisions, required for companies meeting certain financial thresholds

Suggested Schedules

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

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and current distribution

3. Schedule 3 - Reserved Matters List: Comprehensive list of matters requiring unanimous consent

4. Schedule 4 - Board Composition: Details of current board structure and nomination rights

5. Schedule 5 - Company Information: Key company details including registration information and existing contracts

6. Schedule 6 - Deed of Adherence: Template for new shareholders to join the agreement

7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in various scenarios

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

9. Appendix B - Compliance Certificates: Required regulatory and statutory compliance certificates

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
Affiliate
Agreement
Annual Budget
Applicable Law
Articles of Association
Board
Business
Business Day
Business Plan
Competitor
Confidential Information
Control
Deed of Adherence
Directors
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
First Offer Notice
Force Majeure Event
Fully Diluted Share Capital
Group Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Material Adverse Effect
Memorandum of Association
Notice
Parties
Person
Pre-emptive Right
Prohibited Transfer
Related Party
Reserved Matters
ROFR Notice
Share Capital
Shareholders
Shares
Strategic Sale
Subsidiary
Tag Along Notice
Tag Along Right
Transfer
Transferee
Transferor
Valuation
Clauses
Definitions and Interpretation
Share Capital and Shareholding
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-Dilution
Non-Compete
Non-Solicitation
Confidentiality
Representations and Warranties
Covenants
Exit Rights
Put Option
Call Option
IPO Rights
Deadlock Resolution
Event of Default
Termination
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Compliance with Laws
Waiver
Relationship of Parties
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Financial Services

Healthcare

Real Estate

E-commerce

Education

Retail

Telecommunications

Media and Entertainment

Consulting

Energy and Utilities

Logistics and Transportation

Agriculture and Food Processing

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Corporate Governance

Risk Management

Board of Directors

Executive Leadership

Investment Relations

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Board Director

Managing Director

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Risk Management Officer

Corporate Strategy Director

Industries
Companies Act, 2013: Primary legislation governing company operations, shareholder rights, director duties, corporate governance, and procedural requirements for shareholder agreements
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement, essential for the basic contractual aspects of the shareholder agreement
Securities and Exchange Board of India Act, 1992: Regulates securities market and protects investor interests, relevant for share transfer provisions and public company compliance
Competition Act, 2002: Ensures agreements don't contain anti-competitive provisions, particularly relevant for non-compete clauses and business restrictions
Foreign Exchange Management Act, 1999: Regulates foreign investment and cross-border transactions, crucial if agreement involves foreign shareholders
Information Technology Act, 2000: Governs electronic records and signatures, relevant for digital execution and maintenance of agreement records
Income Tax Act, 1961: Relevant for tax implications of share transfers, dividend distributions, and other financial provisions in the agreement
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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