The Company Shareholder Agreement is a fundamental document in Indian corporate law that establishes the foundation for shareholder relationships and corporate governance. It becomes essential when a company has multiple shareholders, particularly in scenarios involving new investments, family businesses, or corporate restructuring. The agreement must comply with Indian legislation, primarily the Companies Act, 2013, while addressing specific needs of different types of shareholders. It typically includes provisions for share transfers, voting rights, board representation, dividend policies, and exit mechanisms. The document is particularly crucial in the Indian business environment, where it needs to balance statutory requirements with practical business needs while providing adequate protection to minority shareholders and maintaining corporate transparency.
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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 arrangement
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, and current shareholding pattern
5. Board of Directors: Composition, appointment, removal, and functioning of the board
6. Shareholders Meetings: Procedures for conducting shareholders meetings, voting rights, and quorum requirements
7. Transfer of Shares: Restrictions and procedures for share transfers, including right of first refusal
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Dividend Policy: Framework for declaration and distribution of dividends
10. Information Rights: Shareholders' rights to company information and financial statements
11. Confidentiality: Obligations regarding confidential information
12. Term and Termination: Duration of agreement and circumstances for termination
13. Dispute Resolution: Mechanism for resolving disputes between shareholders
14. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
1. Tag Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
2. Drag Along Rights: Right of majority shareholders to force minority shareholders to join in sale
3. Anti-dilution Protection: Protection against dilution of shareholding in future funding rounds
4. Put and Call Options: Rights to sell or buy shares at predetermined terms
5. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation
6. Strategic Rights: Special rights for strategic investors
7. Exit Rights: Mechanisms for shareholders to exit the company
8. Deadlock Resolution: Procedures for resolving management deadlocks
9. Employee Stock Options: Framework for ESOP implementation and administration
10. Foreign Investment Compliance: Provisions ensuring compliance with foreign investment laws
1. Schedule 1 - Details of Shareholders: Complete details of all shareholders including shareholding percentages
2. Schedule 2 - Initial Business Plan: Company's business plan and financial projections
3. Schedule 3 - Reserved Matters List: Detailed list of matters requiring special approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5 - Articles of Association: Copy of or references to relevant articles of association
6. Schedule 6 - Board Composition: Details of current board structure and nomination rights
7. Schedule 7 - Deed of Adherence: Template for new shareholders to join the agreement
8. Schedule 8 - Valuation Methodology: Agreed methods for company/share valuation
9. Appendix A - Key Management Personnel: List of key management positions and current incumbents
10. Appendix B - Compliance Certificates: Format for periodic compliance certificates
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