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Shareholders Agreement

Anatomy of a Shareholder Contract – Importance of a Agreement

The anatomy of a shareholders contract is of paramount importance. The shareholders’ agreement, as per the Companies Act, 2013, should contain all the important clauses of a company. Now get to know what should be present in a shareholders contract.


Anatomy of a Shareholder Contract is a legal document between the shareholders that formulates the rules and regulations based on which a firm will operate. It is a personal, legally-binding document and is not publicly available, unlike the company constitution which can be viewed by anyone at any time.

A shareholder’s contract is an important aspect based on which a company is created. A shareholder should be documented. It should clarify how the company will run, how the issues between shareholders will be rectified, and illustrate the obligations and benefits of each shareholder. 

A contract between a company’s shareholders and often the company itself. An SHA specifies shareholders’ rights and obligations, regulates the management of the company, ownership of shares, privileges, voting, and various protective provisions for shareholders.

Key Elements Of A Shareholder Agreement

A shareholder agreement is a legal document that outlines the regulations used to run a corporation and is a personal, legally-binding document between the shareholders that formulates the rules and regulations based on which a firm will operate.

The following are some key elements of a shareholder agreement:

  • Introduction: Identifies the parties involved and provides a brief overview of the agreement.
  • Constitution of the company: Describes the company’s structure and governance.
  • Interpretation: Defines key terms and phrases used in the agreement.
  • Undertakings and warranties: Outlines the obligations and guarantees of the parties involved.
  • Management of the company: Describes how the company will be managed and how significant decisions will be made.
  • Shareholding: Defines the rights and obligations of each shareholder.
  • Transfer of shares: Outlines the process for buying and selling shares.
  • Dividends: Covers details about dividend payments and the distribution of earnings.
  • Dispute resolution: Outlines the process for resolving disputes, such as mediation or arbitration.
  • Termination: Defines the conditions under which the agreement can be terminated.

The Importance of A Shareholders Agreement

A shareholder agreement is important for several reasons:

  • Protection: A shareholder agreement protects the interests of each individual shareholder and establishes a fair relationship within the company.
  • Clarity: It clearly defines the regulations used to run a corporation, reducing the chances of misunderstandings or disputes.
  • Legal protection: A well-drafted shareholder agreement provides legal protection for both the business and its shareholders in case of any disagreements or breaches of contract.
  • Payment security: A shareholder agreement outlines how the shares can be distributed or sold and ensures that the shareholders will be compensated for their shares.
  • Intellectual property rights: The agreement can address ownership and usage rights of any intellectual property created during the engagement, protecting the interests of both parties.

What Should a Shareholders Agreement Contain?

A shareholders contract should incorporate all the necessary aspects of a business. It will recognise the key performers in the company, and will completely summarise the shareholder’s positions and duties. Vakilsearch experts suggest that the shareholder should contain all the below-mentioned important aspects. 

  • Responsibilities of Shareholders

The shareholder is written primarily to avert conflicts between shareholders in an attempt to ensure that the company runs smoothly. You can recognise the rules and regulations that organise how officials are nominated and how administrators are sacked. This agreement should be very definite considering the efforts any administrators or shareholder’s contract can take in the term of the corporation. 

  • The Voting Rights of Your Shareholders

If you have a smaller company, shareholders and the board of directors might be the same person. When the business develops, it will be a diverse group of individuals who organise the corporation. 

The shareholders contract should record the voting rights of all shareholders and the category of the vote that is expected in the declaration based on the conclusion made. 

While some decisions may only expect a prevalence of the shareholders or 51%, other conclusions can investigate a higher ratio of the majority vote in the declaration for the decision to move the company forward.  Shareholder’s contract are an excellent option to attain simplicity and retain harmony amongst the shareholders within a firm. 

Anatomy of a Shareholder Document

Initially, the first topic used in the shareholder document is interpretation. The interpretation category clarifies the legal terms used throughout the application. It is for clarity among the partners in the shareholders contract.

Constitution of the Company

  • This category pertains to the company’s rules and regulations, which is the constitution
  • This document is enrolled on the incorporation of the firm and comprises the firm’s by-laws
  • Any alterations to these rules must be performed by the authorised person
  • The constitution should not conflict with the shareholder’s contract.

Undertakings & Warranties

This section contains a statement from the shareholders that they guarantee to accept the agreement and attempt to ensure the provisions of the exact are accepted.

Management of the Company and the Board

This category encloses how the firm is governed, the composition of the council of members, and how conferences are carried out. The parties must have a choice in how the firm operates, even if they occupy a small percentage of the firm.

Setting the groundwork for shareholder success. Get details about Shareholders agreement here!


This category contains all the conflicts between shareholder agreement where treaties cannot be attained. Shareholder’s contract must know what methods can be used in case of a conflict and if a deadlock happens. Based on the rules and regulations provided here the deadlock will be resolved. 

Issue of Shares

This category analyses the situations linked to the problem of new shares and liberties for the occurring shareholders. This unit requests anti-dilution aspects from the other shareholders, assuring their attention is conserved.

Transfer of Shares

The transfer of shares category assures all the rights of the prevailing shareholders in a circumstance where a share transfer is to take place furnishes protection so the parties have the rights of initial rejection.

Death of a Shareholder’s Contract

This category provides insights examining the crucial aspects like the share percentages or any asset pledged by the shareholder before death. It also clarifies how the shares of a shareholders contract will be distributed after his death and any other important clauses regarding the demise of a shareholder and how the partnership firm will carry on.

Events of Default

This segment declares what has to be done If one of the parties goes bankrupt due to a Personal bankruptcy of any means. This category protects the other parties in the agreement.

Fair Value

This category assures no parties in the agreement get into unnecessary issues when it comes to re-selling their shares. It also provides a greater valuation of the investment rate in the form of a deal or substituting shares.

Restrictive Covenants

This category assures that all the techniques and trade secrets of the firm are conserved. It is an important article for a new shareholder’s contract

  • Further regulations can be included in this category for future payment 
  • Anatomy of a Shareholders Contract specialist will examine this with you during the conference.


This section provides all the rules and regulations for selecting a benefit in the agreement to a single person or other, authorising parties to the agreement in the future, following a specified procedure.


This category shows how the parties react to one another regarding the Agreement. This is required to protect similarity.

How Vakilsearch Can Help You Draft a Shareholder’s Contract?

As you can see the Anatomy of a Shareholders Contract is very tough to draft. You will have to add various clauses, terms, and conditions. But remember, Vakilsearch is where legal is made simple. 

You can reach out to our experts in Vakilsearch and they will help you with the shareholder’s ag. Initially, all the required information is collected and the first draft will be shared in just 4 days. You can go through the shareholder’s contract and get back to us for any revisions. The best part is, the first two rounds of revisions are completely free!


What is the anatomy of a shareholders agreement?

The anatomy of a shareholder agreement includes the following elements: Background Constitution of the company Interpretation Undertakings and warranties Management of the company Shareholding Transfer of shares Dividends Dispute resolution Termination

What is the structure of shareholding?

The structure of shareholding refers to the rights and obligations of each shareholder in a company. It defines the ownership of shares and the distribution of earnings.

What are the major components of an agreement?

The major components of a shareholder agreement include the constitution of the company, management of the company, shareholding, transfer of shares, dividends, dispute resolution, and termination.

What are the 3 most important parts of an agreement?

The three most important parts of a shareholder agreement are the constitution of the company, shareholding, and dispute resolution

What is the scope of the shareholders agreement?

The scope of a shareholder agreement is to define the regulations used to run a corporation and establish a fair relationship within the company

What is the purpose of shareholder agreement?

The purpose of a shareholder agreement is to protect the interests of each individual shareholder and establish a fair relationship within the company. It also provides legal protection for both the business and its shareholders in case of any disagreements or breaches of contract.

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