Founder Pacts, Shareholder Agreements (SHA) & Share Purchase Agreements (SPA)
Drafting robust, enforceable contractual architectures defining equity vesting schedules, board representation, affirmative voting rights, liquidation preferences, drag-along/tag-along covenants, and non-compete protections between founders and institutional venture investors.
Indian Contract Act, 1872 & Specific Relief Act, 1963 read with Companies Act, 2013
Republic of India (Central Portal)
3 to 5 Business Days
Why This Statutory Filing Is Required
Drafting robust, enforceable contractual architectures defining equity vesting schedules, board representation, affirmative voting rights, liquidation preferences, drag-along/tag-along covenants, and non-compete protections between founders and institutional venture investors.
Who This Service Is For & Statutory Eligibility
Startup co-founders incorporating a joint enterprise, companies raising seed, Pre-Series A, or growth equity rounds, and strategic investors acquiring minority or controlling equity stakes in Indian corporate entities.
Prerequisites & Mandatory Documents Checklist
- Cap table breakdown (pre-money and post-money equity holdings and option pools)
- Term Sheet or Letter of Intent (LOI) signed with lead institutional or angel investors
- Charter documents of the company (Memorandum and Articles of Association)
- Vesting schedule parameters (reverse vesting, cliff periods, good leaver vs bad leaver terms)
- Reserved matters catalogue (affirmative vote items requiring investor or founder consent)
- Valuation report and subscription price particulars under Section 42 / 62(1)(c)
Step-by-Step Portal Execution Procedure
- Step 1: Conduct in-depth commercial discovery on cap table, board seats, and dilution triggers
- Step 2: Draft comprehensive Founder Agreement or SHA incorporating standard NVCA/IVCA terms
- Step 3: Structure critical investor covenants: Information Rights, ROFR, Tag-Along, Drag-Along, and Exit timelines
- Step 4: Coordinate multi-party negotiations and reconcile redlines between founders and investor counsels
- Step 5: Finalize execution copy, arrange e-stamping (state stamp duty), and coordinate digital signatures
- Step 6: Amend Articles of Association (AoA) via Form MGT-14 within 30 days to entrench agreement terms
Transparent Pricing & Statutory Cost Architecture
Founder Pacts, Shareholder Agreements (SHA) & Share Purchase Agreements (SPA)
Calibrated at 9% below prevailing market fee (₹18,000). Complete professional drafting, compilation, verification, and portal upload.
- Independent Chartered Accountant / Company Secretary Verification
- Electronic Form Pre-Scrutiny & Error Reconciliation
- Digitally Signed Portal Upload with SRN Acknowledgement Delivery
Government Fees & Disbursements
Government Statutory Fee: State non-judicial stamp duty on agreements (typically ₹100 to ₹1,000 depending on state); plus MCA ROC filing fee for linked AoA amendment (Form MGT-14: ₹200 to ₹600).
Statutory Penalties for Non-Compliance
Operating without an executed SHA risks protracted deadlock in board voting, co-founder abandonment with unvested equity, and vulnerability to hostile minority litigation under Sections 241-242 of Companies Act. Un-entrenched SHA terms are unenforceable against the company under Supreme Court precedents (VB Rangaraj doctrine).