SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT
India
Date: [date]. Place of signing: [city, State or Union Territory].
Seller: [full name, residential address and permanent account number] (Seller).
Buyer: [full name, residential address and permanent account number] (Buyer).
Each party is an adult individual resident in India, acting for their own benefit and competent to contract.
1. Shares and price
The Seller agrees to sell and the Buyer agrees to buy [number] fully paid equity shares (Shares) of [registered company name] Private Limited, corporate identity number [number] (Company), each having a face value of INR [amount], held in the Seller's demat account [depository participant and account number], for a total price of INR [amount] (Price). The Shares carry the rights stated in the Company's articles of association. The Seller owns the Shares free of any pledge, lien or other third-party claim and has not agreed to sell them to anyone else.
2. Approvals and completion
The parties must obtain any consent, waiver or approval required by the Company's articles for this transfer before giving transfer instructions. Completion occurs only when the Buyer pays the Price by bank transfer to [Seller's bank account] and the Shares are credited through the depository system to the Buyer's demat account [depository participant and account number]. The parties must exchange the required depository instructions and transaction information and pay applicable securities transaction stamp duty through the legally required collection mechanism. Completion is scheduled for [date] at [time, India Standard Time], or another time agreed in writing after the required approvals are effective. Neither party must release its performance without the other party's simultaneous performance through the agreed settlement process.
3. Failure of transfer
If the depository transfer is rejected, or a required approval is refused, before Completion, neither party acquires or transfers the Shares under this agreement. Any Price already received must be returned within [number] calendar days, without prejudice to a claim for breach by the party whose default caused the failure. The Seller must not dispose of or encumber the Shares before Completion. The Buyer must provide the account details and lawful instructions needed to receive them.
4. Taxes and law
Each party bears its own tax arising from the sale. The Buyer bears the transfer stamp duty unless law requires a different person to pay or collect it. Indian law governs this agreement. Courts at [city, State or Union Territory] have jurisdiction, subject to mandatory law.
Seller signature: ____________________ Name: [full name] Date: [date]
Buyer signature: ____________________ Name: [full name] Date: [date]
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