Article · 30 min

Shareholders Agreement (SHA): Clauses and Guide 2026

LawSikho · lawsikho.com Free Intermediate India

A current Indian guide that goes clause by clause through an SHA (reserved matters, ROFR and ROFO, drag-along and tag-along, anti-dilution, pre-emptive rights) and explains why an SHA cannot override the Articles of Association, plus stamp duty and the MGT-14 filing when the AoA is amended.

  • Copy the clauses that matter into the AoA or the company may not be bound by them.
  • Pay the state stamp duty on the SHA when you sign it.
  • Know which clauses favour the founder and which favour the investor before you negotiate.
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The question it answers

  1. What is a shareholders' agreement, and what should it include?

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