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Shareholder/Subscription Agreements

To Obtain Shareholder/Subscription Agreements, Provide the Following Details:

Required Documents to Draft a Shareholder Agreement

1. Company Details

  • Certificate of Incorporation
  • CIN (Corporate Identification Number)
  • Memorandum of Association (MoA)
  • Articles of Association (AoA)
  • Company PAN and registered office address

2. Shareholding Structure

  • Current Cap Table (capitalization table)
  • Number of shares held by each shareholder
  • Class/type of shares (e.g., equity, preference)
  • Voting rights structure (if applicable)

3. Shareholder Details

For each shareholder (individual or entity):

  • Full name and address
  • Nationality (for individuals)
  • PAN / Passport / Business Registration (for foreign shareholders)
  • Contact details and designation (if a director or officer)

4. Management & Governance Info

  • Details of the Board of Directors
  • Roles/responsibilities of each shareholder (if applicable)
  • Frequency and rules for board/shareholder meetings
  • Quorum requirements for decision-making

5. Financial & Operational Provisions

  • Dividend distribution policy
  • Funding obligations (if any)
  • Exit provisions or lock-in period
  • Buyback rights or Right of First Refusal (ROFR)

6. Legal & Protective Clauses

  • Dispute resolution mechanism
  • Confidentiality clause
  • Non-compete / non-solicit agreements
  • Drag-along and tag-along rights
  • Deadlock resolution methods (in case of 50-50 decisions)

7. Any Existing Agreements

  • Any prior or existing shareholder/investor agreements
  • Board resolutions relevant to shareholders’ decisions
  • Founders’ Agreement or term sheets (if applicable)
Required Documents to Draft a Subscription Agreement

1. Company Incorporation Documents

  • Certificate of Incorporation
  • Memorandum of Association (MoA)
  • Articles of Association (AoA)
  • PAN of the company
  • CIN (Corporate Identification Number)
  • Board resolution approving share issuance

2. Capital & Share Details

  • Authorized and paid-up share capital
  • Class and type of shares being issued (equity, preference, etc.)
  • Price per share and total number of shares offered
  • Valuation report (if applicable)
  • Shareholding structure before and after subscription (Cap Table)

3. Subscriber (Investor) Details

For each investor/subscriber:

  • Full name / Legal entity name
  • Address and nationality
  • PAN / Passport / Business Registration Certificate
  • Contact information (email and phone)
  • Bank details (for payment reference, if needed)

4. Payment Terms

  • Mode of payment (bank transfer, cheque, etc.)
  • Date of payment or schedule (if in tranches)
  • Currency and applicable taxes (if foreign investment)

5. Regulatory Compliance Documents

  • KYC documents of subscribers
  • RBI/FEMA compliance (for foreign investments)
  • Board resolution for allotment
  • Special resolution (if required)
  • Filing details (Form PAS-3 for share allotment in India)

6. Warranties & Representations

  • Basic declarations by both parties (company and investor)
  • Statement of compliance with laws and company policies

7. Other Relevant Documents (if applicable)

  • Term Sheet (if prior negotiation happened)
  • Shareholder Agreement (if being signed alongside)
  • Business Plan or Pitch Deck (optional, for context)

For inquiries or submission, contact us at: Email: [email protected] & Phone/WhatsApp: +91 70452 82751

1. What is a Shareholder Agreement?

A Shareholder Agreement is a legal contract between the shareholders of a company that outlines their rights, responsibilities, and rules related to the ownership and management of the company.

2. What is a Subscription Agreement?

A Subscription Agreement is a contract where an investor agrees to purchase a specific number of shares from a company, usually during fundraising or incorporation.

3. Are both agreements necessary?

Not always.

  • A Subscription Agreement is used when shares are being issued to a new investor.
  • A Shareholder Agreement is important for ongoing governance and relationship management among shareholders.
    Startups often use both together.

4. Who drafts these agreements?

These documents are usually drafted by a legal expert, company secretary, or corporate lawyer based on the company’s structure and investor terms.

5. Can these agreements be customized?

Yes, both are highly customizable to suit specific shareholder roles, investor rights, board participation, funding terms, exit clauses, etc.

6. Do these agreements need to be notarized or registered?

No. They are private contracts and not required to be notarized or registered. However, they must be signed by all parties involved to be legally enforceable.

7. Can a company have multiple Shareholder Agreements?

Yes. However, it’s ideal to have a single consolidated agreement to avoid conflicts. If multiple agreements exist, they should reference each other or be harmonized.

8. What key clauses are covered in a Shareholder Agreement?

  • Voting rights
  • Dividend policy
  • Board composition
  • Transfer of shares
  • Exit strategy (tag-along, drag-along)
  • Dispute resolution
  • Confidentiality and non-compete

9. What key clauses are in a Subscription Agreement?

  • Number and type of shares issued
  • Price per share
  • Payment terms
  • Representations and warranties by both parties
  • Conditions precedent
  • Compliance with laws and approvals

10. Are these agreements binding on future shareholders?

Only if the new shareholders agree in writing to be bound by the existing Shareholder Agreement. This is often included as a clause in the agreement itself.