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Share Transfer Agreement Template for India

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Key Requirements PROMPT example:

Share Transfer Agreement

"I need a Share Transfer Agreement for transferring 10,000 ordinary shares in my private limited technology company to a foreign investor, with completion scheduled for March 15, 2025, including necessary FEMA compliance provisions and RBI approval requirements."

Document background
The Share Transfer Agreement is a crucial document used in Indian corporate transactions when ownership of shares needs to be legally transferred between parties. It is essential for both private and public companies operating under Indian jurisdiction, requiring compliance with the Companies Act 2013, Securities Contracts (Regulation) Act 1956, and various other regulatory frameworks. The document becomes necessary when shareholders wish to sell their shares, during corporate restructuring, in M&A transactions, or for succession planning. It contains detailed provisions about the transfer terms, warranties, indemnities, and completion mechanics, while ensuring compliance with Indian stamp duty requirements and tax regulations. The agreement must address specific Indian legal requirements such as board approval processes, regulatory clearances (if applicable), and proper execution as per Indian contract law.
Suggested Sections

1. Parties: Details of the Transferor(s) and Transferee(s), including full legal names, addresses, and registration details if companies

2. Background: Context of the transfer, including details about the company whose shares are being transferred and the existing shareholding

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

4. Details of Shares Being Transferred: Specific information about the shares including number, class, distinctive numbers, and percentage of total shareholding

5. Consideration: Details of the purchase price and payment terms

6. Completion: Process and requirements for completing the transfer, including timing and delivery of documents

7. Transferor's Warranties: Warranties regarding ownership, authority to sell, and absence of encumbrances

8. Transferee's Warranties: Warranties regarding authority and capacity to purchase

9. Tax Provisions: Responsibilities for payment of taxes, including capital gains tax and stamp duty

10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

11. Notices: Process and addresses for serving notices under the agreement

Optional Sections

1. Conditions Precedent: Used when the transfer is subject to certain conditions being met first, such as regulatory approvals or third-party consents

2. Board Approval: Required when company's articles mandate board approval for transfers

3. Right of First Refusal Waiver: Needed when existing shareholders have waived their right of first refusal

4. Non-Competition: Important when transferor is required to not compete with the company post-transfer

5. Restrictive Covenants: Used when additional restrictions are placed on either party

6. Earnout Provisions: When part of the consideration is contingent on future performance

7. Foreign Exchange Compliance: Required when transfer involves non-resident parties

8. Tag-Along/Drag-Along Rights: When other shareholders have specific rights triggered by the transfer

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares including certificate numbers, distinctive numbers, and shareholding history

2. Schedule 2 - Company Information: Key details about the company including registration number, registered office, directors, and capital structure

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the Transferor

4. Schedule 4 - Encumbrances: List of any existing encumbrances on the shares

5. Schedule 5 - Corporate Authorizations: Copies of relevant board resolutions and other corporate approvals

6. Schedule 6 - Payment Terms: Detailed payment schedule if payment is to be made in installments

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

8. Appendix B - Required Regulatory Forms: Any forms required for regulatory compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Infrastructure

Professional Services

Consumer Goods

Telecommunications

Education

Media and Entertainment

Agriculture

Mining

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Tax

Corporate Development

Risk Management

Treasury

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Investment Banker

Financial Controller

Managing Director

Board Director

Share Transfer Agent

Tax Advisor

Corporate Finance Manager

M&A Director

Business Development Manager

Risk Manager

Industries








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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