Shareholder Agreement

4497 views 3 replies

Joy

Advocate

90 Points Posted on 28 January 2010

The shareholders of a company is going to execute a shareholders agreement among themselves. The Company shall also be party to it. The provisions of the SHA shall be incorporated in the Articles of Association of the company.

Whether it is necesary to file the SHA with the ROC, or register the SHA as per Sec. 192? Whether it is necessary by law to make the SHA a public document, reveal it to anyone in particular?

Thanks/

Replies (3)

SUNIL KUMAR JAIN

PRACTISING COMPANY SECRETARY

187 Points Posted on 12 June 2010

Dear Mr. Joy,

I have seen the message posted by you today only.In India Shareholders Agreement is not required to be filed with ROC.

Since it is a private agreement ,it is not required to be registered.

Only requirement is to amend the Articles of Association of the Company by incorporating relevant provisions of the Shareholders Agreement in the AOA and file the amended AOA with the ROC.

Regards,

Sunil K. Jain

Practising Company Secretary,

skj13 @ rediffmail.com;9810104162

Joy

Advocate

90 Points Posted on 28 August 2010

Dear Mr. Sunil, Thank you for the reply. Sorry, I logged in after a long time. Regards. Joy

Shivaram

Service

81 Points Posted on 03 September 2010

Dear Mr. Sunil,

Normally all the clauses which appear in the SHA are incorporated in the articles of the company. My question is what if we give only a reference of the SHA in the AoA without specifying the relevant clauses?

For eg:- A clause in the AoA states "as per the SHA entered in to by the company"

In the above case, does it tantamount to filing of the SHA with ROC?

Thanks for your help in advance

Regards

Shiva