Founding & Governance

Shareholders' Agreement (Comprehensive)

For companies with an investor on the cap table β€” covering liquidation preference, anti-dilution, board composition, and protective provisions in full.

  • Liquidation preference with clear Deemed Liquidation Event definition
  • Broad-based weighted-average anti-dilution protection
  • Investor board seat and Protective Provisions, correctly scoped
  • Pre-emptive rights operating alongside statutory Sec 62(1)(a) rights
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βœ“ Main agreement (PDF)
βœ“ Full cap table and conversion mechanics schedule
βœ“ Verification Passport (below)
Who this is for

Founders raising a priced round

Companies bringing in an institutional or angel investor with a defined equity stake and governance rights.

Early-stage investors

Investors needing standard protective provisions and board representation formalised in writing.

Verification passport

What we actually checked, and when.

Live verification record SHAREHOLDERS' AGREEMENT (COMPREHENSIVE)
Researched and verified by Rakesh Jaiswar, LLB student, Mumbai
Liquidation preference, Deemed Liquidation Event
Companies Act, 2013 (contractual mechanism, not statutory winding-up) Β· checked 1 Sep 2026
βœ“ VERIFIED
Transfer restriction enforceability, private company
V.B. Rangaraj v. V.B. Gopalakrishnan, AIR 1992 SC 453
βœ“ VERIFIED
Pre-emptive rights, alongside statutory right
Companies Act, 2013, Sec 62(1)(a), 62(1)(c)
βœ“ VERIFIED
A Deemed Liquidation Event (acquisition, change of control) is a purely contractual mechanism β€” it is not the same as a statutory winding-up under the Companies Act or IBC, which follows a different, non-contractual priority waterfall. This template keeps the two explicitly separate.
Before you sign this document:
1. Update the jurisdiction. This template is drafted with placeholder city/state fields β€” replace them with your own business's actual location, not any example city shown in the document.
2. Print on valid stamp paper. This PDF is a drafting template, not an executable legal document on its own. Under the Indian Stamp Act, most agreements need to be printed on physical stamp paper (or e-stamped) of the correct value for your state before signing β€” an unstamped agreement may be inadmissible as evidence until the deficiency is paid. Confirm the correct stamp duty and process for your state before execution.
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