Overview
A shareholders' agreement is the single document that prevents most founder and investor disputes. We draft and review SHAs that are legally sound, commercially practical, and aligned with your Articles of Association so the two never contradict each other.
We cover the hard cases — what happens when a founder leaves, how shares can be transferred, and which decisions need special consent.
What's included
- Requirement discussion
- SHA drafting or review
- Alignment with the Articles (AOA)
- Negotiation support
- Execution guidance
How we approach it
Frequently asked questions
Do we need an SHA if we already have Articles?
Yes — an SHA covers commercial arrangements between shareholders that the standard Articles do not.
When should it be signed?
Ideally before or at the first external investment, and among co-founders from the start.
What are reserved matters?
Key decisions that require specific shareholder consent — a core protection for minority investors.
What happens if the SHA and Articles conflict on the same point?
Company law generally gives the Articles precedence for matters affecting the company itself, so we specifically draft to avoid conflicts rather than relying on the SHA to override them.
What are drag-along and tag-along rights?
Drag-along lets majority shareholders force minority shareholders to join a sale on the same terms; tag-along lets minority shareholders join a sale the majority is making — both are standard exit protections.
Can an SHA be amended after signing?
Yes, typically with the consent threshold specified in the agreement itself — often unanimous consent or a defined supermajority for material changes.
Talk to us about Shareholders' Agreement.
Rashmi K.S. & Associates · Practising Company Secretaries · Balewadi, Pune