Shareholders Agreement
Companies Act s.6-compliant SHA drafting by I-Pro. ROFR, tag/drag-along, anti-dilution, vesting, reserved matters, exit, dispute resolution clauses.
Dedicated specialist
CA-led, named point of contact
Tracked client portal
Real-time status, end-to-end
Money-back accuracy
Refile-free if our error
Flat-fee pricing
No hidden charges, ever
About this service
Shareholders Agreement provides statutory compliance and legal protection under the governing regulatory frameworks in India. Our specialist CA/CS team handles document drafting, eligibility verification, and direct authority filings from initiation to final certification.
Eligibility & thresholds
- Valid identity & address proof of applicant
- Active PAN & registered business premises
- Authorized representative authorization
- Compliant under applicable regulatory laws
- No pending statutory disqualifications
- Valid across authorized operational jurisdictions
- Pre-filing statutory documentation verification
- Official statutory fee schedule as per authority
- Mandatory periodic compliance filings post-approval
What's included
Everything in one transparent fee — no add-ons, no surprises.
Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.
| Fee Component | Amount (₹) | Basis / Authority |
|---|---|---|
| Shareholders Agreement Statutory Fee | Stamp duty at actuals per State Stamp Act | Official government fee schedule (separate from professional fee)Statutory Authority |
| Total Government Fee | Stamp duty at actuals per State Stamp Act | (for default assumptions stated below) |
Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.
Required documents
Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.
- ›Identity Proof of Authorized Signatories — PAN card and Aadhaar / Passport of the authorized individuals signing the document.
- ›Commercial Term Sheet / Agreed Deal Particulars — Key commercial terms including consideration, tenure, milestones, and deliverables.
- ›Entity Incorporation & Authorization Proof — Certificate of Incorporation, LLP Agreement, or Board Resolution authorizing execution.
How it works
Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.
- 1I-Pro⏱ 1-2 Days
Drafting intake — collect KYC, MoA & AoA, cap ta...
Drafting intake — collect KYC, MoA & AoA, cap table, share certificates, existing SHA / Term Sheet. - 2I-Pro⏱ 1-2 Days
Valuation report — Rule 8 Companies (Registratio...
Valuation report — Rule 8 Companies (Registration Offices and Fees) Rules 2014 (issue at premium) + FEMA pricing guidelines (cross-border — NDI Rules 2019 Rule 11 — internationally accepted methodology on arm's-length basis). - 3I-Pro⏱ 1-2 Days
Drafting SHA — parties, recitals, cap table, boa...
Drafting SHA — parties, recitals, cap table, board composition, reserved matters, transfer restrictions (ROFR / ROFO / tag / drag), anti-dilution (BBWA / NBWA), vesting, exit, dispute resolution, R&W, indemnities, AoA consistency checklist. - 4I-Pro⏱ s.31 alteration of Articles — s.117[3][g] — 30 days
AoA consistency — ensure each SHA clause that re...
AoA consistency — ensure each SHA clause that requires AoA entrenchment is mirrored in AoA — file Form MGT-14 with RoC within 30 days of special resolution (s.31 alteration of Articles — s.117[3][g] — 30 days). - 5I-Pro⏱ 1-2 Days
Stamp duty determination — Maharashtra Article 5...
Stamp duty determination — Maharashtra Article 5(g-a) 0.1% of investment (capped ₹5 lakh); Delhi / others — ₹1,000 flat; stamp duty on share transfer (Form SH-4 — 0.015% centralised post Finance Act 2019) separately. - 6I-Pro⏱ 1-2 Days
Execution — board-resolution-backed signatories ...
Execution — board-resolution-backed signatories + two witnesses. - 7I-Pro⏱ share allotment — 30 days
Post-closing compliance — (a) Form PAS-3 (share ...
Post-closing compliance — (a) Form PAS-3 (share allotment — 30 days); (b) Form MGT-14 (special resolution amending AoA — 30 days); (c) Form FC-GPR (cross-border Investor — 30 days); (d) update register of members; (e) issue new share certificates (Form SH-1 — Companies [Share Capital and Debentures] Rules 2014 Rule 5); (f) update cap table; (g) KYC of Investor (PAN / KYC); (h) record retention at registered office. - 8I-Pro⏱ 1-2 Days
Annual compliance — ROC filings (AOC-4 / MGT-7 /...
Annual compliance — ROC filings (AOC-4 / MGT-7 / MGT-7A), FC-GPR updates (cross-border), cap table updates on subsequent rounds.
Post-registration compliance
What to file next. I-Pro handles these as part of the annual compliance package.
| Filing | Form | Deadline |
|---|---|---|
| Stamp Duty Adjudication & Stamping Penalty: Unstamped agreements inadmissible in evidence under Section 35 of Stamp Act | At execution | Pay appropriate stamp duty per State Stamp Act prior to or at execution |
| Electronic Signature Authentication Penalty: Loss of legal presumption of authenticity in commercial disputes | At execution | Class-3 DSC or Aadhaar e-Sign authentication under IT Act Section 10A |
| Mandatory Registration (where applicable) Penalty: Deed cannot affect immovable property or be received as evidence | One-time | Register with Sub-Registrar under Section 17 of Registration Act if immovable property >11m |
Penalties for non-compliance
Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.
| Non-compliance | Provision | Penalty |
|---|---|---|
| Stamp Duty Adjudication & Stamping | At execution | Unstamped agreements inadmissible in evidence under Section 35 of Stamp Act |
| Electronic Signature Authentication | At execution | Loss of legal presumption of authenticity in commercial disputes |
| Mandatory Registration (where applicable) | One-time | Deed cannot affect immovable property or be received as evidence |
Common mistakes to avoid
Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.
- 1Mismatched applicant legal name or identity details across KYC proofsWhy: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.Fix: Our specialists pre-validate your documents against official government databases before portal filing.
- 2Submitting outdated utility bills or non-notarized commercial leasesWhy: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
- 3Selecting incorrect classification, turnover slab, or statutory activity codeWhy: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.
Frequently asked questions
Everything you need to know about this service.
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