Founding & Governance

Shareholders' Agreement (Simple)

For founders setting up a Private Limited Company β€” covering founder equity, vesting, and exit terms without the complexity of an investor-stage document.

  • Share vesting terms for founders
  • Founder Reserved Matters requiring unanimous consent
  • AoA alignment note β€” why this must be reflected in your Articles
  • Exit mechanics for a departing founder
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βœ“ Main agreement (PDF)
βœ“ Cap table schedule
βœ“ Verification Passport (below)
Who this is for

Founders incorporating a Pvt Ltd

Setting up a Private Limited Company with 2 or more founders, before or shortly after incorporation.

Early-stage founders without an investor yet

Wanting founder-level protections in place before any external investor is involved.

Verification passport

What we actually checked, and when.

Live verification record SHAREHOLDERS' AGREEMENT (SIMPLE)
Researched and verified by Rakesh Jaiswar, LLB student, Mumbai
Transfer restriction enforceability, private company
V.B. Rangaraj v. V.B. Gopalakrishnan, AIR 1992 SC 453 Β· checked 30 Aug 2026
βœ“ VERIFIED
AoA amendment requirement, special resolution
Companies Act, 2013, Sec 14
βœ“ VERIFIED
Share vesting mechanics
Companies Act, 2013, general framework β€” no specific vesting-mandate section
βœ“ VERIFIED
A transfer restriction in this Agreement alone does not bind the Company until mirrored in your Articles of Association β€” Rangaraj remains the governing, and unfavourable, authority for private companies on this point. Amend your AoA promptly after signing, don't treat this document as sufficient on its own.
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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