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Startup Services

Shareholders’ Agreement (SHA) Drafting & Review

Define how your company is governed and how shares can be transferred. We draft or review your SHA to protect founders while meeting investor expectations.

  • 5–7 working days
  • Founder-friendly drafting
  • Investor-standard clauses
  • Negotiation support
Shareholders’ Agreement (SHA) Drafting & Review

What is a shareholders’ agreement?

A shareholders’ agreement (SHA) is a contract between a company’s shareholders – and usually the company – that sets out how the company is run, the rights and obligations of shareholders and how shares can be transferred. It complements the Articles of Association, which are usually amended to reflect key SHA terms.

Key clauses we draft and negotiate

  • Board composition and investor nominee directors
  • Reserved matters that need investor consent
  • Transfer restrictions, right of first refusal (ROFR), tag-along and drag-along rights
  • Pre-emptive rights and anti-dilution protection
  • Information and inspection rights
  • Founder lock-in, vesting and non-compete
  • Exit rights – IPO, strategic sale or buyback
  • Representations, warranties and indemnities
  • Dispute resolution and governing law

Draft or review?

If you are issuing shares to friends, family or angels, we can draft a balanced SHA from scratch. If an investor has shared their draft, we review it, flag founder risks and suggest market-standard alternatives. We also help with the related share issue filings and term sheet review.

Checklist

Documents required for Shareholders’ Agreement

After you purchase, log in to My Account → My Services and upload each document below. Scanned copies or clear phone photos (PDF, JPG or PNG) are fine. Your files are stored privately and seen only by your assigned expert.

  • Certificate of Incorporation and MOA/AOA Constitution documents Required
  • Current shareholding / cap table Pre- and post-investment if available Required
  • Term sheet Signed or draft term sheet with the investor If applicable
  • Investor’s draft SHA If you need a review rather than a fresh draft If applicable
  • ID proof of signatories PAN or Aadhaar of each shareholder signing Required
Step by step

Shareholders’ Agreement process with Nevo Legal

  1. Understand the deal

    We review the term sheet, cap table and your priorities.

  2. Draft or review

    A fresh SHA is drafted, or the investor draft is marked up.

  3. Explain the risks

    We walk you through key clauses and negotiation points.

  4. Negotiation support

    Revisions reflecting the agreed position.

  5. Finalisation

    Final SHA with stamping guidance and AOA alignment notes.

Deliverables

What you get

  • Drafted or reviewed shareholders’ agreement
  • Issue list highlighting founder risks
  • Revised drafts after negotiation
  • Notes on aligning the Articles of Association
FAQs

Shareholders’ Agreement – frequently asked questions

Is an SHA mandatory?

No, but it is strongly recommended whenever a company has more than one shareholder, and almost every investor will insist on one.

What happens if the SHA conflicts with the Articles?

Courts generally enforce the Articles of Association against the company, so key SHA terms should be incorporated into the Articles.

Can you review an investor’s draft?

Yes. We review it from the founders’ perspective, highlight risks and suggest alternatives you can negotiate.

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Not sure which service you need?

Speak to a Nevo Legal expert. We will understand your requirement and recommend the right legal route – no obligation.