Shareholders' Agreement
Template for India

SHAREHOLDERS' AGREEMENT India Date: [date]. Place of signing: [city, State or Union Territory]. Company: [registered name] Private Limited, corporate identity number [number], registered office [address] (Company). Shareholder A: [full name and residential address]. Shareholder B: [full name and residential address]. Shareholder A and Shareholder B, and any person who later accedes, are the Shareholders. Each is an adult individual resident in India, legally competent to contract and holding shares for their own benefit. 1. Existing ownership and purpose In exchange for their mutual promises, the parties agree to regulate their relationship in the Company. The Company carries on [business]. Its entire issued share capital consists of [total number] fully paid equity shares of Indian rupees [face value] each, all with equal rights. Shareholder A holds [number] shares and Shareholder B [number] shares, together comprising that entire capital. This agreement does not itself issue or transfer shares or require further funding. 2. Company law and articles The Companies Act, 2013 (Act) and mandatory law prevail. The Shareholders must exercise their lawful voting rights to incorporate this agreement's governance and transfer arrangements into the Company's articles of association and maintain consistency between them. The Company must complete the required resolutions and filings. This agreement does not itself amend the articles, replace a corporate approval or bind a future shareholder without accession. Until a necessary article amendment takes effect, the parties remain bound by their lawful contractual promises, but the Company must act in accordance with the Act and its existing articles. No director is required to surrender independent judgment or breach statutory duties. 3. Governance and information The board manages the Company. As contractual obligations, the Company must obtain all Shareholders' prior written consent, and each Shareholder must withhold approval unless all consent, before changing the business, issuing shares or convertible securities, altering share rights or constitutional documents, selling substantially all the business, or commencing a voluntary winding up. All statutory board and shareholder approvals remain necessary. These consent rights do not prevent action required by law. The Company must give each Shareholder its annual financial statements and, within thirty calendar days after each quarter ends, a summary of income, expenditure and cash balances. Statutory information and inspection rights remain available. 4. New capital and distributions Before an issue of further equity shares, the Company must offer each Shareholder a proportion corresponding to their existing equity holding on equal terms, following the applicable statutory offer procedure. A different issue requires all Shareholders' written agreement and all approvals, valuation and filing requirements imposed by law. No Shareholder is obliged to subscribe or lend. Any incoming shareholder must sign an accession binding them to this agreement before allotment. Dividends may be declared and paid only from lawful sources, with the required approvals and in accordance with the rights attached to the shares. No minimum dividend is promised. 5. Transfers A Shareholder must obtain every other Shareholder's written consent before voluntarily transferring or creating security over any shares. Before a permitted transfer completes, the transferee must sign an accession agreeing with the continuing parties to be bound by this agreement as a Shareholder. The parties must record the resulting holdings in writing. Any transfer remains subject to the articles, the statutory transfer procedure, applicable stamp duty and any required dematerialisation. This agreement is not a share-transfer instrument. The Company must not refuse registration except on a lawful basis, and statutory appeal and rectification rights remain unaffected. Transmission by operation of law is governed by law. 6. Duration and disputes This agreement starts when all parties sign. It ends by their written agreement or on lawful dissolution of the Company. A Shareholder who lawfully disposes of all their shares ceases to have future rights or obligations, but accrued rights and liabilities remain. Amendments require the Company's and all Shareholders' written agreement, including any successor who has acceded. Indian law applies. Parties may approach the competent court or statutory tribunal. Nothing excludes jurisdiction or remedies under company law. The Company bears stamp duty on this agreement and must arrange applicable stamping before or at signing. SIGNATURES For the Company, by a director, key managerial personnel or officer authorised by the board: [name and capacity], [signature], [date]. Shareholder A: [signature], [date]. Shareholder B: [signature], [date].