The Agreement To Transfer Shares Of Private Limited Company is a critical legal document used in India when transferring ownership of shares between parties in a private limited company. It is essential for documenting the terms and conditions of the share transfer, ensuring compliance with the Companies Act, 2013, and other relevant Indian legislation. This agreement becomes necessary when shareholders wish to sell their stakes, during business restructuring, or in succession planning. It includes detailed information about the shares being transferred, consideration amount, warranties by both parties, and completion requirements. The document must comply with specific Indian regulatory requirements, including proper stamping as per state stamp duty laws and obtaining necessary board approvals. It serves as crucial evidence of the transfer and helps prevent future disputes regarding share ownership.
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1. Parties: Details of the Transferor (seller) and Transferee (buyer) of the shares, including complete legal names, addresses, and registration details if companies
2. Background: Context of the transaction, brief company history, and current shareholding pattern
3. Definitions: Definitions of key terms used throughout the agreement
4. Details of Transfer: Specific details of shares being transferred, including number, class, and distinctive numbers
5. Consideration: Purchase price, payment terms, and payment mechanism
6. Completion: Steps to be taken for completing the transfer, including timing and delivery of documents
7. Sellers Warranties: Warranties regarding ownership, authority to sell, and status of shares
8. Buyers Warranties: Warranties regarding authority to purchase and financial capacity
9. Board Approval: Confirmation of necessary board approvals and resolutions
10. Tax Provisions: Responsibilities for payment of taxes and stamp duty
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 agreement
1. Tag Along Rights: Include when existing shareholders are to be given rights to join in the sale
2. Right of First Refusal: Include when existing shareholders should have first right to purchase the shares
3. Foreign Investment Compliance: Include when transfer involves foreign buyers or sellers
4. Non-Competition: Include when seller needs to be restricted from competing post-transfer
5. Confidentiality: Include when specific confidentiality provisions are required beyond standard obligations
6. Representative and Warranties Insurance: Include when parties opt for insurance coverage for warranties
7. Earn-out Provisions: Include when part of consideration is tied to future performance
1. Schedule 1 - Share Details: Detailed description of shares including certificate numbers, distinctive numbers, and class of shares
2. Schedule 2 - Company Information: Details of the company including registration number, registered office, directors, and shareholding pattern
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Completion Requirements: List of documents and actions required for completion
5. Schedule 5 - Bank Account Details: Payment account details for transfer of consideration
6. Appendix A - Board Resolution: Copy of board resolution approving the transfer
7. Appendix B - Valuation Report: Independent valuation report of shares (if applicable)
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