A Sales Of Shares Agreement is essential for any transaction involving the transfer of company shares in India. This document is typically used when shareholders wish to sell their stake in a company, during mergers and acquisitions, or in corporate restructuring scenarios. The agreement must comply with Indian regulatory requirements, including the Companies Act 2013, SEBI regulations (for listed companies), and FEMA regulations (for foreign investments). It comprehensively covers the transaction specifics, including share valuation, payment terms, representations and warranties, and completion mechanics. The document serves as crucial evidence of the transfer and helps prevent future disputes by clearly documenting the parties' rights and obligations. It's particularly important in the Indian context due to specific regulatory requirements around share transfers, stamp duty implications, and corporate compliance obligations.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the seller(s) and buyer(s) with complete details
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Payment Terms: Structure and timing of payment, including any escrow arrangements
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion Mechanics: Detailed process for closing the transaction
9. Seller's Representations and Warranties: Warranties about the seller's capacity, share ownership, and company status
10. Buyer's Representations and Warranties: Warranties about the buyer's capacity and ability to complete the purchase
11. Indemnification: Protection mechanisms for breach of warranties or agreement terms
12. Confidentiality: Obligations regarding transaction and company information
13. Notices: Process and details for formal communications between parties
14. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join the sale
3. Non-Compete and Non-Solicitation: Include when seller is required to restrict future business activities
4. Foreign Investment Compliance: Include when transaction involves foreign buyers or sellers
5. Tax Indemnity: Include when specific tax risks need to be allocated between parties
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Board Composition: Include when transaction involves changes in board structure
8. SEBI Compliance: Include for listed company share transfers
1. Details of the Shares: Complete description of shares being sold including share certificate numbers and distinctive numbers
2. Company Information: Details about the company including corporate information, licenses, and material contracts
3. Warranties: Detailed list of warranties given by the seller about the company and shares
4. Encumbrances: List of all existing charges or encumbrances on the shares
5. Intellectual Property: Details of company's IP rights and registrations
6. Material Contracts: List and details of important company contracts
7. Completion Checklist: List of documents and actions required for completion
8. Disclosure Letter: Exceptions and qualifications to the warranties
9. Board Resolutions: Format of board resolutions required for the transfer
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Energy
Infrastructure
Professional Services
Consumer Goods
Telecommunications
Media and Entertainment
Education
Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Board of Directors
Investment Banking
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
M&A Director
Finance Director
Business Development Manager
Corporate Finance Manager
Compliance Officer
Risk Manager
Board Director
Shareholder
Find the exact document you need
Assignment And Transfer Of Partnership Rights
An Indian law-compliant agreement for transferring partnership rights and interests from one party to another, including associated rights, obligations, and liabilities.
Download
Assignment On Intellectual Property Rights
An Indian law-governed agreement for transferring intellectual property rights from an Assignor to an Assignee, ensuring complete and legally compliant transfer of IP ownership.
Download
Shop Ownership Transfer Agreement
An Indian law-governed agreement facilitating the complete transfer of shop ownership, including property rights, business assets, and operational responsibilities from seller to buyer.
Download
Trademark Assignment
An Indian law-governed agreement for transferring trademark ownership rights from one party to another, requiring registration with the Indian Trademark Registry.
Download
Confirmatory Patent Assignment
An Indian law-compliant document that confirms and formalizes a previous transfer of patent rights between parties, ensuring clear title and legal compliance.
Download
Money Transfer Contract
An Indian law-governed agreement establishing terms for monetary transfers between parties, ensuring regulatory compliance and defining transfer mechanics.
Download
Transfer Contract
An Indian law-governed agreement facilitating the formal transfer of assets, property, or rights between parties, ensuring legal compliance and protection of interests.
Download
Assignment Of Intellectual Property Rights
An Indian law-governed agreement for transferring intellectual property rights from one party to another, ensuring legal compliance and protection of transferred IP assets.
Download
Employee Transfer Agreement
An India-compliant agreement facilitating the formal transfer of an employee between employers while maintaining employment rights and benefits.
Download
Business Asset Transfer Agreement
An Indian law-governed agreement for the transfer of business assets between entities, detailing terms of sale, asset specifics, and transfer mechanics.
Download
Simple Business Sale Agreement
An Indian law-governed agreement for the sale and purchase of a business, outlining key terms and conditions for ownership transfer.
Download
Partial Assignment Of Lease
An Indian law-compliant agreement that enables the transfer of partial lease rights from an existing tenant to a new tenant while maintaining certain rights with the original tenant.
Download
Note Transfer Agreement
An Indian law-governed agreement facilitating the transfer of a promissory note from one holder to another, including terms of transfer and associated rights.
Download
Interest Transfer Agreement
An Indian law-governed agreement facilitating the transfer of interests in property, assets, or rights between parties, ensuring compliance with local registration and stamp duty requirements.
Download
Equity Transfer Contract
An Indian law-governed agreement for the transfer of equity shares between parties, detailing terms, conditions, and regulatory compliance requirements.
Download
Domain Transfer Agreement
An Indian law-governed agreement facilitating the legal transfer of domain name ownership between parties, ensuring compliance with both domestic IT laws and international domain policies.
Download
Business Transfer Of Ownership Contract
An Indian law-governed agreement facilitating the complete transfer of business ownership from one party to another, including assets, employees, and liabilities.
Download
Business Lease Transfer Agreement
An Indian law-governed agreement facilitating the transfer of commercial lease rights and business interests between lessees, with landlord's consent.
Download
Assignment Of Sublease
A legal document under Indian law that transfers sublease rights and obligations from an existing subtenant to a new subtenant, requiring proper registration and compliance with property laws.
Download
Assignment Of Limited Partnership Interest
An Indian law-governed agreement for transferring limited partnership interests from one party to another, compliant with Indian partnership legislation.
Download
Brand Transfer Agreement
An Indian law-governed agreement for transferring ownership of brand assets, including trademarks and associated intellectual property rights, from one entity to another.
Download
Facility Transfer Agreement
An Indian law-governed agreement facilitating the comprehensive transfer of facility ownership and operational control between entities, ensuring regulatory compliance and structured transition.
Download
Small Business Transfer Agreement
An Indian law-governed agreement facilitating the complete transfer of a small business from seller to buyer, including assets, operations, and liabilities.
Download
Loan Takeover Agreement
An agreement governed by Indian law that facilitates the transfer of an existing loan facility from one lender to another, including associated rights and obligations.
Download
Assignment And Transfer Of Copyright
An Indian law-governed agreement for transferring copyright ownership from one party to another, compliant with the Indian Copyright Act, 1957.
Download
Transfer Of Property Rights Agreement
An Indian law-compliant agreement facilitating the legal transfer of property rights between parties, governed by the Transfer of Property Act, 1882.
Download
Software Source Code Transfer Agreement
An Indian law-governed agreement for transferring ownership and rights of software source code between parties, including all associated intellectual property rights.
Download
Intercompany Employee Transfer Agreement
An India-compliant agreement governing temporary employee transfers between related companies, addressing employment terms, benefits, and regulatory requirements.
Download
Assignment Of Lease Contract
An Indian law-compliant agreement that transfers lease rights from an existing tenant to a new tenant, with landlord's consent and necessary legal safeguards.
Download
Assignment Of Interest Agreement
An Indian law-governed agreement facilitating the transfer of rights, titles, or interests from an Assignor to an Assignee, with associated terms and conditions.
Download
Promissory Note Transfer Agreement
An Indian law-governed agreement documenting the transfer of a promissory note from one holder to another, ensuring legal compliance and enforceability.
Download
Music Copyright Transfer Agreement
An Indian law-governed agreement for transferring copyright ownership of musical works, compliant with the Indian Copyright Act, 1957, and its amendments.
Download
Agreement To Transfer Shares Of Private Limited Company
An Indian law-governed agreement facilitating the transfer of shares between parties in a private limited company, ensuring compliance with the Companies Act, 2013.
Download
Vehicle Ownership Transfer Agreement
A legally binding agreement for vehicle ownership transfer in India, compliant with the Motor Vehicles Act and state regulations.
Download
Assignment Of Lease By Landlord
An Indian law-compliant document transferring a landlord's lease rights and obligations to a new landlord while preserving existing tenant arrangements.
Download
Stock Transfer Restriction Agreement
An Indian law-governed agreement that establishes restrictions and procedures for share transfers in private companies, protecting existing shareholders' interests.
Download
Software Ownership Transfer Agreement
An Indian law-governed agreement for transferring complete ownership rights of software, including IP rights, source code, and related assets.
Download
Simple IP Assignment Agreement
An Indian law-governed agreement for transferring intellectual property rights from one party to another, ensuring legal compliance and clear ownership transfer.
Download
Project Transfer Agreement
An Indian law-governed agreement facilitating the transfer of a project between entities, including assets, liabilities, and associated rights and obligations.
Download
Transfer Of Land Ownership Agreement
An Indian law-compliant agreement facilitating the legal transfer of land ownership between parties, incorporating essential transfer terms and regulatory requirements.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)