Share Transfer Agreement
Contract Template for India

SHARE TRANSFER AGREEMENT India Date: [date]. Place of signing: [city, State or Union Territory]. Transferor: [full name, residential address and permanent account number] (Transferor). Creditor: [full name, residential address and permanent account number] (Creditor). Both are competent adult individuals resident in India and acting for their own benefit. 1. Debt and shares The Transferor owes the Creditor an undisputed, due and unsecured debt of INR [total outstanding amount, including any agreed interest] under [identify loan or other debt instrument and date] (Debt). To satisfy that Debt without a cash payment, the Transferor agrees to transfer to the Creditor [number] fully paid equity shares (Shares) in [registered company name] Private Limited, corporate identity number [number] (Company). The Shares have a face value of INR [amount] each and are held beneficially in the Transferor's demat account [depository participant and account number]. The parties agree that their value for this settlement is INR [amount], equal to the Debt. The Transferor warrants that the Transferor owns the Shares free of any pledge, lien or competing claim and may transfer them subject to the Company's articles and applicable law. 2. Transfer and discharge The parties must obtain any consent or waiver required by the Company's articles before initiating the transfer. By [date], they must give accurate off-market depository instructions identifying the Shares, the Creditor's demat account [depository participant and account number], and the agreed consideration represented by discharge of the Debt. They must provide information and bear stamp duty and depository charges as required by applicable law and the depository process. The Creditor accepts the transfer in full satisfaction of the Debt only when all Shares are credited to the Creditor's demat account (Completion). At Completion the Debt, and no other debt, is discharged. The Creditor must then give the Transferor a written acknowledgement of discharge. No cash price is payable for the Shares under this agreement. 3. Failed transfer Until Completion the Debt remains owing under its original terms. The Transferor must not sell or charge the Shares meanwhile. If a required approval is refused or Completion has not occurred by [long-stop date], either party may end this agreement by written notice; ending it does not release the Debt or an accrued claim for breach. The parties must reverse any incomplete instructions that can lawfully be reversed and must not claim both the Shares and payment of the discharged Debt. 4. Law The parties must have this agreement duly stamped as required in the State or Union Territory where it is executed. Indian law governs this agreement. Courts at [city, State or Union Territory] have jurisdiction, subject to mandatory law. Transferor signature: ____________________ Name: [full name] Date: [date] Creditor signature: ____________________ Name: [full name] Date: [date]