Shareholders' Agreement (SHA) — India

Standard shareholders' agreement for Indian private companies post-Series A. Covers board composition, reserved matters, transfer restrictions (ROFR + tag-along), drag-along, anti-dilution, information rights and exit covenants. Pair with the SSA for the actual share-issuance mechanics.

Jurisdiction

India

Length

978 words

Licence

Free reuse, no attribution

Last reviewed

2026-08-19

SHAREHOLDERS' AGREEMENT This Shareholders' Agreement (this "Agreement") is entered into on {{EXECUTION_DATE}} (the "Effective Date") by and among: (1) {{COMPANY_NAME}}, a company incorporated under the Companies Act 2013 having its registered office at {{COMPANY_ADDRESS}} (the "Company"); (2) The Founders listed in Schedule 1 (each a "Founder", collectively the "Founders"); (3) The Investors listed in Schedule 2 (each an "Investor", collectively the "Investors"); each a "Party" and collectively the "Parties". RECITALS A. The Investors propose to subscribe to certain Securities of the Company pursuant to a Share Subscription Agreement of even date. B. The Parties wish to govern their respective rights and obligations as shareholders of the Company on the terms set out herein. NOW, THEREFORE, the Parties agree as follows: 1. DEFINITIONS Capitalised terms used herein shall have the meanings set out in Schedule 3. 2. BOARD COMPOSITION 2.1 The Board shall consist of {{BOARD_SIZE}} directors. 2.2 The Investors holding at least {{INVESTOR_DIRECTOR_THRESHOLD}}% of the Investor Equity shall be entitled to nominate {{INVESTOR_DIRECTORS_COUNT}} director(s) (the "Investor Director(s)"). 2.3 The Founders, acting unanimously while they collectively hold at least {{FOUNDER_DIRECTOR_THRESHOLD}}% of the Founder Equity, shall be entitled to nominate {{FOUNDER_DIRECTORS_COUNT}} director(s) (the "Founder Director(s)"). 2.4 The Board shall include {{INDEPENDENT_DIRECTORS_COUNT}} independent director(s) mutually agreed by the Founder Directors and Investor Directors. 3. RESERVED MATTERS 3.1 The matters set out in Schedule 4 (the "Reserved Matters") shall not be undertaken by the Company or any subsidiary without the prior written consent of the Investor Director(s) (or, if no Investor Director is then in office, the Investors holding a majority of the Investor Equity). 3.2 Reserved Matters include, without limitation: amendment of charter documents; issuance of new securities; declaration of dividends; merger / acquisition / sale of material assets; voluntary winding-up; incurring debt above ₹{{DEBT_CEILING}}; entry into related-party transactions; modification of any ESOP plan; and material change in business plan. 4. TRANSFER RESTRICTIONS 4.1 Lock-in. No Founder shall Transfer any of its Securities for a period of {{FOUNDER_LOCKIN_YEARS}} years from the Effective Date, except (i) with the prior written consent of the Investors holding a majority of the Investor Equity, or (ii) pursuant to a Permitted Transfer. 4.2 Right of First Refusal. Subject to Clause 4.1, if any Shareholder (the "Selling Shareholder") proposes to Transfer any Securities (the "Offered Securities"), the Selling Shareholder shall first offer such Offered Securities to the other Shareholders in proportion to their then-Equity holding (the "ROFR Right"), on the same terms as the proposed third-party transfer. 4.3 Tag-Along Right. If a Founder Transfers any Securities to a third party (other than a Permitted Transferee), each Investor shall have the right to include in such Transfer, on the same terms and conditions, that proportion of its Securities equal to (Securities being Transferred / Total Founder Securities) (the "Tag-Along Right"). 4.4 Drag-Along Right. If Shareholders holding at least {{DRAG_THRESHOLD}}% of the Equity (including at least one Investor) accept a bona fide third- party offer to acquire 100% of the Equity, such Shareholders may require all other Shareholders to participate in such sale on the same terms (the "Drag- Along Right"). 5. ANTI-DILUTION 5.1 If the Company issues any New Securities at a price per share less than the Issue Price paid by an Investor for its Securities (a "Down Round"), the Issue Price applicable to such Investor's Securities shall be adjusted downwards on a weighted-average basis, computed as: NCP = OCP × ((A + B) / (A + C)) where: NCP = New Conversion Price OCP = Old Conversion Price A = Equity outstanding immediately prior to the Down Round B = Aggregate consideration received in the Down Round divided by OCP C = Number of New Securities issued in the Down Round. 6. INFORMATION RIGHTS 6.1 The Company shall furnish to each Investor: (a) audited annual financial statements within 90 days of fiscal year end; (b) unaudited quarterly financial statements within 45 days of quarter end; (c) monthly management accounts (revenue, burn, runway, key KPIs); (d) the annual business plan and budget at least 30 days before the start of each fiscal year; (e) on request, inspection rights over books and records on reasonable notice during normal business hours. 7. EXIT 7.1 The Company shall use commercially reasonable efforts to provide an exit to the Investors within {{EXIT_HORIZON_YEARS}} years of the Effective Date through (i) an initial public offering on a recognised stock exchange in India or overseas; (ii) a strategic sale; or (iii) a buy-back permitted under the Companies Act 2013. 7.2 If no exit has been achieved by the end of the Exit Horizon, the Investors may, by majority vote, initiate a Drag-Along Sale. 8. CONFIDENTIALITY The Parties shall maintain the confidentiality of all non-public information about the Company for a period of {{CONFIDENTIALITY_YEARS}} years from disclosure, subject to customary carve-outs for legally compelled disclosure and disclosure to professional advisers bound by equivalent obligations. 9. GOVERNING LAW & DISPUTE RESOLUTION 9.1 This Agreement shall be governed by Indian law. 9.2 Any dispute arising out of or in connection with this Agreement shall be referred to arbitration under the Arbitration and Conciliation Act 1996 by a sole arbitrator (or, where the parties so agree in writing, a panel of three arbitrators), seated at {{SEAT_OF_ARBITRATION}}. The arbitration proceedings shall be conducted in English. 10. MISCELLANEOUS 10.1 This Agreement, together with the SSA and the Articles of Association, constitutes the entire agreement between the Parties on the subject matter. 10.2 No amendment shall be effective unless in writing and signed by each Party. 10.3 If any provision is held unenforceable, the remaining provisions shall continue in full force and effect. SCHEDULES Schedule 1 — Founders Schedule 2 — Investors Schedule 3 — Defined Terms Schedule 4 — Reserved Matters Schedule 5 — Permitted Transferees IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [Signature blocks for Company, each Founder, each Investor]

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Free to use, copy, modify and redistribute, including commercially, without attribution.

Provided as-is as a drafting starting point. This is not legal advice and does not create an attorney-client or advocate-client relationship. Indian law is fact- and state-specific — stamp duty, registration and several employment obligations vary by state. Have a qualified advocate or company secretary review any document before you sign it.

Shareholders' Agreement (SHA) — India

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