Shareholders’ Agreement
The rules between shareholders when money comes in.
Reviewed by CA Hitendra Pal Singh· company law, tax and complianceLast reviewed
A shareholders’ agreement sets out who sits on the board, which decisions need whose consent, how shares can be sold (right of first refusal, tag and drag), what protects the investor’s stake and what happens on exit. It is a private contract — to bind the company the key terms must also go into the Articles, which is the step most templates skip.
What is included
- Term-sheet review and cap-table mapping
- Drafting — governance, reserved matters, transfer restrictions, anti-dilution, exit
- Two rounds of revisions
- Corresponding AOA amendments
- Execution and stamping guidance
What we will need from you
- Term sheet or the investor’s proposal
- Current cap table and AOA
- Founders’ agreement if any
- Board composition and proposed reserved matters
How long it takes
First draft in 5–7 working days; negotiation rounds as needed.
Timelines are typical, not guaranteed. Government processing times vary, and a query from the officer adds to them. We will tell you where yours stands.
Common questions
Is the agreement enough on its own?
No. Transfer restrictions bind the company only if they are in the Articles, so we amend them alongside.
Do we need a separate share subscription agreement?
Often one document covers subscription and shareholder terms; a separate share purchase agreement is used when existing shares are sold.