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Share Transfer Agreement Template for India

A comprehensive legal document governed by Indian law that facilitates the transfer of shares from one party (transferor) to another (transferee). The agreement complies with the Companies Act 2013 and other relevant Indian legislation, including requirements for stamp duty and tax regulations. It details the terms and conditions of the share transfer, including the number and type of shares, consideration amount, warranties, and completion mechanics. The document incorporates necessary compliance elements for both private and public companies, addressing statutory requirements, board approvals, and regulatory clearances where applicable.

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What is a Share Transfer Agreement?

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.

What sections should be included in a Share Transfer Agreement?

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

What sections are optional to include in a Share Transfer Agreement?

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

What schedules should be included in a Share Transfer Agreement?

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) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Document Type

Stock Transfer Form

Cost

Free to use

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