Shareholders' Agreement Format
Record how a private company will be run and how shares can be transferred between promoters and investors.
What it is
A shareholders' agreement (SHA) is a contract among the shareholders of a company, and usually the company itself, that sets out their rights beyond what the Companies Act, 2013 provides. It covers the shareholding, the right to nominate directors, decisions that need investor consent, restrictions on transferring shares, and exit rights such as right of first refusal, tag-along and drag-along.
When it is used
- Bringing in an angel or institutional investor.
- Co-founders setting out roles, vesting and exit terms.
- A joint venture company between two businesses.
What the template covers
- Parties, share capital and shareholding pattern
- Board composition and nomination rights
- Reserved matters needing investor consent
- Transfer restrictions, ROFR, tag-along and drag-along
- Information rights, confidentiality, non-solicitation
- Deadlock, termination, governing law and arbitration
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Agreement
Date of Agreement; Place of Execution; Stamp Paper Value (₹)
Company
Company Name; CIN; Registered Office; Authorised Share Capital (₹); Paid-up Share Capital (₹); Face Value per Equity Share (₹); Company Signatory (Director) Name; Signatory DIN
Shareholders
Shareholders (all parties holding shares): Full Name / Company Name, Type, Address / Registered Office, PAN (individual) / CIN (company), Authorised Signatory (if company), Number of Equity Shares Held, Shareholding (%), Category
Board
Maximum Number of Directors; Nomination Threshold (% per director); Investor director needed for quorum?
Reserved Matters
Reserved Matters (one per line); Affirmative Vote Required From
Transfer of Shares
Promoter Lock-in (months); Right of First Refusal?; Tag-along Trigger (% of share capital transferred); Drag-along Threshold (% of shareholders approving); Investor Exit Period (years, optional); Any shareholder a non-resident?
Other Terms
Non-compete after Exit (months); Deadlock Resolution; Seat of Arbitration; Courts with Jurisdiction (city)
Stamp duty, registration and filing
Courts have held that restrictions on share transfers bind the company only if they are in its articles of association, so the agreed terms should be carried into the articles by special resolution (Form MGT-14 is filed with the ROC within 30 days). Stamp duty on the agreement depends on the State of execution. Foreign investors bring FEMA pricing and reporting requirements.
Generate the Shareholders' Agreement (Private Company)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows? Contact SKAG and Associates
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Frequently asked questions
Is a shareholders agreement mandatory?
No, but without one only the Companies Act and the articles govern the shareholders' rights, which rarely cover investor protections and exits.
Does the SHA need to match the articles of association?
Yes. Transfer restrictions and special rights should be added to the articles, because a company is bound by its articles, not by a private agreement alone.
What is the difference between tag-along and drag-along?
Tag-along lets minority shareholders sell on the same terms when a majority holder sells. Drag-along lets the majority require minority holders to join a sale of the whole company.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.