The Entity Buy-Sell Agreement is a crucial document in Indian business operations that provides a predetermined framework for handling ownership transitions in various scenarios. Typically implemented at the formation of a business or when significant ownership changes occur, this agreement is essential for privately held companies operating under Indian jurisdiction. The document addresses critical aspects such as trigger events (death, disability, retirement), valuation methodologies compliant with Indian accounting standards, funding mechanisms, and transfer procedures while ensuring compliance with Indian corporate laws. It serves as a risk management tool by providing clarity on ownership succession, preventing disputes, and maintaining business continuity. The agreement must align with various Indian regulations including the Companies Act 2013, Income Tax Act 1961, and relevant state laws, making it a vital instrument for corporate governance and succession planning.
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1. Parties: Identification of all parties to the agreement, including the entity and shareholders
2. Background: Context of the agreement, ownership structure, and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Transfer Restrictions: General restrictions on transfer of shares/ownership interests
5. Trigger Events: Events triggering buy-sell provisions (death, disability, retirement, termination, etc.)
6. Valuation Mechanism: Method for determining the purchase price of shares/interests
7. Purchase and Sale Obligations: Process and obligations for executing the purchase/sale
8. Payment Terms: Terms and conditions for payment, including timing and method
9. Funding Provisions: Sources of funding for purchases, including insurance requirements if applicable
10. Rights and Obligations: Ongoing rights and obligations of parties during the process
11. Representations and Warranties: Standard representations and warranties from all parties
12. Confidentiality: Provisions regarding confidential information
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. Notices: Process and requirements for formal notices under the agreement
15. General Provisions: Standard boilerplate provisions including amendments, waivers, etc.
1. Tag-Along Rights: Optional provision giving minority shareholders right to join in sale of majority stake
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority to join in sale
3. Right of First Refusal: Optional provision giving existing shareholders priority right to purchase shares
4. Insurance Provisions: Detailed section when life/disability insurance is used to fund purchases
5. Foreign Investment Compliance: Required when foreign entities are involved, addressing FEMA compliance
6. Competition Law Compliance: Required for larger transactions subject to Competition Act thresholds
7. Tax Matters: Detailed tax provisions when complex tax implications exist
8. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction
1. Schedule 1 - Shareholding Pattern: Current shareholding structure and ownership details
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating company/share value
3. Schedule 3 - Insurance Policies: Details of insurance policies funding the agreement
4. Schedule 4 - Form of Transfer Notice: Template for initiating transfer under the agreement
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A - Company Information: Key company details, registrations, and licenses
7. Appendix B - Reporting Requirements: Required financial and operational reports for valuation
8. Appendix C - Compliance Certificates: Required regulatory and statutory compliance certificates
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