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LLC Equity Agreement Template for India

An LLC Equity Agreement under Indian law is a comprehensive legal document that governs the terms and conditions of equity investment in a Limited Liability Company. This agreement, regulated primarily by the Companies Act, 2013, establishes the rights, obligations, and relationships between the company, its existing shareholders, and new investors. It covers crucial aspects such as investment terms, shareholding structure, governance rights, transfer restrictions, and exit mechanisms, while ensuring compliance with Indian corporate law, securities regulations, and foreign investment rules where applicable.

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What is a LLC Equity Agreement?

The LLC Equity Agreement is a fundamental document used when a Limited Liability Company in India seeks to formalize equity investment arrangements with new or existing shareholders. This agreement becomes essential during funding rounds, strategic investments, or reorganization of shareholding structure. It comprehensively addresses investment terms, shareholder rights, governance mechanisms, and exit provisions while ensuring compliance with Indian regulatory requirements, including the Companies Act, 2013, securities laws, and where applicable, foreign investment regulations. The agreement serves as a crucial instrument for protecting investor interests while maintaining operational flexibility for the company's growth and development.

What sections should be included in a LLC Equity Agreement?

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors

2. Background: Context of the transaction, company information, and purpose of the investment

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

4. Investment Terms: Details of the investment amount, number of shares, price per share, and payment terms

5. Completion: Conditions precedent, completion obligations, and timing of the investment

6. Representations and Warranties: Statements of fact and assurances from the company and existing shareholders

7. Covenants: Ongoing obligations of the parties, including company management and operation

8. Transfer Restrictions: Limitations on transfer of shares and related rights (Right of First Refusal, Tag-along, Drag-along)

9. Exit Rights: Provisions regarding future sale, IPO, or other liquidation events

10. Board Composition: Structure and composition of the board of directors, including investor director rights

11. Reserved Matters: List of actions requiring special approval from investors

12. Information Rights: Investor rights regarding financial and operational information

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

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

What sections are optional to include in a LLC Equity Agreement?

1. Anti-dilution Rights: Protection for investors against future down rounds, used when dealing with sophisticated investors

2. Liquidation Preference: Special rights on liquidation or exit, typically included for significant investments

3. Employee Stock Options: Provisions regarding ESOP pool and administration, needed if company has/plans an ESOP

4. Foreign Investment Compliance: Special provisions for compliance with FEMA and RBI regulations, required for foreign investors

5. Non-compete and Non-solicit: Restrictions on competitive activities, typically for founder-involved transactions

6. Strategic Rights: Special rights for strategic investors like first right to supply/distribute

7. Put Option: Right to sell shares back to promoters/company, often used in private equity investments

8. Conversion Rights: For preferred share investments, rights and terms of conversion to equity

What schedules should be included in a LLC Equity Agreement?

1. Schedule 1 - Company Information: Details of company registration, capital structure, and shareholding pattern

2. Schedule 2 - Investment Details: Detailed breakdown of investment structure, valuation, and share pricing

3. Schedule 3 - Conditions Precedent: List of conditions to be satisfied before completion

4. Schedule 4 - Completion Obligations: Detailed steps and documents required at completion

5. Schedule 5 - Representations and Warranties: Detailed representations and warranties by each party

6. Schedule 6 - Reserved Matters: Comprehensive list of matters requiring investor approval

7. Schedule 7 - Board Provisions: Detailed provisions regarding board constitution and governance

8. Schedule 8 - Deed of Adherence: Format for future shareholders to join the agreement

9. Appendix A - Capitalization Table: Pre and post-investment shareholding structure

10. Appendix B - Business Plan: Company's business plan and financial projections

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Document Type

Operating Agreement

Cost

Free to use

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