Drafting Shareholders’ Agreements
Set out rights, obligations, governance and exit terms in a clear legal framework.
CORPORATE & COMMERCIAL ADVISORY · SHAREHOLDERS’ AGREEMENTS
Shareholders' Agreements
Aligned Interests. Stronger Partnerships. Sustainable Growth.
SHA
A clear foundation for your organisation
We draft, review and negotiate shareholders’ agreements that define rights, responsibilities, governance and exit mechanisms — helping businesses build strong, transparent and long-term relationships.
A Shareholders’ Agreement (SHA) is a private contract among the shareholders of a company that sets out their rights, obligations, governance mechanisms, share transfer restrictions, dispute resolution process and exit arrangements. It works alongside the Articles of Association and helps prevent disputes while ensuring smooth management and growth.
OUR SERVICES FOR SHA
Commercial structuring with clarity and continuity
Support across drafting, review, negotiation, governance and transplantable business arrangements.
Review & Redrafting
Assess draft arrangements and improve clarity, consistency and commercial balance.
Negotiation Support
Guide stakeholder discussions to align positions and reduce friction.
Governance & Decision-Making Framework
Design approval rights, reserved matters and board/shareholder processes.
Share Transfer Mechanism
Set out restrictions, approvals and share transfer protocols.
Exit & Buy-Sell Provisions
Define pathways for exit, buy-out and succession planning.
Non-Compete & Confidentiality Clauses
Protect business interests and sensitive information.
Investor & Strategic Advisory
Align investor expectations with governance and business continuity needs.
Amendment & Dispute Resolution Support
Support future amendments and structured dispute management.
KEY BENEFITS
Key benefits for the business
A Shareholders’ Agreement (SHA) is a private contract among the shareholders of a company that sets out their rights, obligations, governance mechanisms, share transfer restrictions, dispute resolution process and exit arrangements. It works alongside the Articles of Association and helps prevent disputes while ensuring smooth management and growth.
Considered for your next chapter.
Clear rights, roles and obligations
Define the rights and responsibilities of each shareholder with practical clarity.
Dispute prevention and deadlock management
Reduce misalignment and conflict through documented governance and exit mechanisms.
Protect business value and control
Support strategic direction without creating uncertainty around future control.
Structured governance and decision-making
Create a clear framework for approvals, board actions and shareholder influence.
Facilitate investment and growth
Support capital raising and business stability through clearer investor confidence.
Long-term continuity
Balance growth goals with controls, protections and future transfer planning.
BUSINESS STRUCTURE & TAXATION ASPECTS
Plan the structure around the purpose
A Shareholders’ Agreement (SHA) is a private contract among the shareholders of a company that sets out their rights, obligations, governance mechanisms, share transfer restrictions, dispute resolution process and exit arrangements. It works alongside the Articles of Association and helps prevent disputes while ensuring smooth management and growth.
- At incorporation
Useful when multiple shareholders are involved, especially in founder-led or family-owned structures.
- During investment or fund raising
Especially relevant in VC, PE, strategic investor and growth-stage transactions.
- In strategic alliances and joint ventures
Where governance, rights and exit pathways need clear rules.
- For transfer, dilution and reorganisation
The agreement becomes essential when shareholding patterns or business arrangements are changing.
Clarity for what comes next.
COMPARATIVE ANALYSIS
Without Shareholders' Agreement vs With Shareholders' Agreement
The difference between informal shareholder expectations and a documented governance framework.
| Features | Without Shareholders' Agreement | With Shareholders' Agreement |
|---|---|---|
| Governance | Decision-making may be informal or uncertain | Roles, voting and reserved matters are clearly documented |
| Share Transfer | Transfer may be difficult to manage or contested | Transfer restrictions and approval process are defined |
| Exit Mechanism | Exit planning may be unclear | Buy-sell, tag-along and drag-along provisions are addressed |
| Dispute Resolution | Issues can escalate informally | Mechanisms for resolution, mediation and governance are defined |
| Investor Confidence | Limited visibility and predictability | Clear rights improve confidence and long-term planning |
| Business Continuity | Potential risk of deadlock or uncertainty | Structure supports stability and continuity |
| Valuation & Dilution | Valuation and dilution issues may become contentious | Mechanisms are pre-agreed and clearer |
| Confidentiality & Non-Compete | Protection may be ad hoc | Clear obligations are embedded in the arrangement |
Use this overview as a starting point for advice on the proposed structure and circumstances.
INCORPORATION PROCESS
Simple, transparent and timely
A clear sequence of decisions and filings, coordinated around complete information and authority processing.
- 01
Understand business structure
Assess shareholder profile, ownership, control and business objectives.
- 02
Assess rights and governance
Identify founders, investors, veto areas and transfer restrictions.
- 03
Draft the SHA
Set out decision-making, exit, rights and obligations in a document aligned to the company’s structure.
- 04
Review and negotiate
Balance business and investor expectations to reduce disputes and uncertainty.
- 05
Execute and record
Finalise the agreement and incorporate any approvals required for implementation.
- 06
Support ongoing governance
Provide advice on amendments, disputes and future strategic changes.
DOCUMENTS & REQUIREMENTS
Prepare the right information
Indicative list of documents for a shareholder arrangements review.
- Business and shareholder structure details
- Draft term sheet or investment agreement, if applicable
- Details of intellectual property, key contracts and assets
- Regulatory licences and approvals, if applicable
- Identification documents of shareholders or investors
- Existing shareholders' agreements or SIDR letters
OUR PROFESSIONAL FEES (INDICATIVE)
Advisory aligned to company complexity
Pricing varies based on shareholder count, valuation and governance complexity.
Basic SHA
₹74,999/- Onwards- Name reservation
- Formation filing coordination
- Constitutional documents
- PAN, TAN and banking next steps
Standard SHA Advisory
₹1,49,999/- Onwards- Basic formation support
- Applicable registrations assessment
- Initial compliance guidance
- Post-formation advisory scope
Customised Quote
For complex ownership, activity-specific permissions, foreign participation or tailored requirements.
Get a QuoteGovernment charges, applicable taxes and third-party costs are confirmed separately as part of the proposed scope.
KEY FEATURES
SHA at a glance
Clear rights, roles and obligations
Dispute prevention and deadlock management
Protect business value and control
Structured governance and decision-making
Facilitate investment and growth
Long-term continuity
FREQUENTLY ASKED QUESTIONS
Browse all FAQs A few useful answers
The main practical questions on shareholders' agreements.
What is a Shareholders’ Agreement?
When is it required?
How does it help business continuity?
TESTIMONIALS
Clear advice. Practical direction.
Perspectives shared with permission by clients of our advisory teams.
Astronis Global brought clarity and commercial focus to a complex restructuring exercise. Their advice was practical, timely and easy for our leadership team to act on.
The team understood our regulatory requirements quickly and helped us move forward with confidence. We valued their responsiveness and disciplined follow-through.
Astronis Global provided dependable support across multiple registrations and approvals. Their communication was clear, structured and consistently professional.
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