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Promissory Note For Shares Template for India

A Promissory Note for Shares is a legally binding financial instrument used in India under the governance of the Negotiable Instruments Act, 1881, and the Companies Act, 2013. This document represents a written promise by one party (the maker) to pay another party (the payee) a specified sum of money in exchange for shares, either on demand or at a specified future date. The document includes detailed information about the shares being transferred, payment terms, interest rates if applicable, and must comply with Indian stamp duty requirements and securities regulations. It serves as both a negotiable instrument and a record of share transfer agreement.

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What is a Promissory Note For Shares?

The Promissory Note For Shares is commonly used in Indian business transactions where share transfers occur with deferred payment arrangements. This document is essential when parties wish to formalize a share purchase with future payment terms, providing legal security to both the seller and buyer. It combines elements of a standard promissory note under the Negotiable Instruments Act, 1881, with share transfer requirements under the Companies Act, 2013. The document is particularly useful in private company transactions, startup investments, and corporate restructuring where immediate payment for shares is not feasible or desired. It must include specific details about the shares, payment terms, and comply with both central and state-specific stamp duty requirements. The document's enforceability is supported by Indian contract law and securities regulations, making it a crucial instrument in share transfer transactions with deferred payment arrangements.

What sections should be included in a Promissory Note For Shares?

1. Date and Place of Execution: Specifies when and where the promissory note is executed, which is crucial for legal validity

2. Parties: Identifies the maker (promisor) and the payee (promisee) with full legal names and addresses

3. Promise to Pay: Clear and unconditional promise to pay a specific sum for the shares

4. Share Details: Specific details of the shares being transferred including company name, number of shares, class of shares, and distinctive numbers

5. Payment Terms: Details of the payment amount, due date, and method of payment

6. Interest Rate: Specifies the rate of interest if applicable

7. Place of Payment: Designates where the payment should be made

8. Signature Block: Space for signatures of the maker and witness with proper attestation

What sections are optional to include in a Promissory Note For Shares?

1. Security Provisions: Include when additional security or collateral is being provided for the promise

2. Default and Consequences: Detailed terms about what constitutes default and its consequences, recommended for higher-value transactions

3. Acceleration Clause: Include when early payment provisions or triggers for immediate payment are needed

4. Transfer Restrictions: Include when there are specific restrictions on transferring the promissory note

5. Governing Law and Jurisdiction: Include when parties are from different jurisdictions or specific court jurisdiction needs to be established

6. Notice Provisions: Include when formal communication procedures need to be established between parties

What schedules should be included in a Promissory Note For Shares?

1. Schedule A - Share Certificate Details: Detailed information about the share certificates including certificate numbers, folio numbers, and distinctive numbers

2. Schedule B - Payment Schedule: If payment is to be made in installments, detailed breakdown of payment dates and amounts

3. Schedule C - Company Information: Detailed information about the company whose shares are being transferred

4. Appendix 1 - Share Transfer Form: Standard form for share transfer as per Companies Act requirements

5. Appendix 2 - Board Resolution: Copy of board resolution approving the share transfer, if required

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

Promissory Note

Sector

Banking

Cost

Free to use

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