Build a shareholder framework that protects ownership, aligns investors, and strengthens governance. Equilay helps Indian companies, startups, and growth-stage businesses draft, review, and maintain shareholders agreements covering founder rights, investor protections, share transfer restrictions, ESOP clauses, governance rights, exit provisions, cap table context and maintenance.
01
Often misses critical risks. Equilay drafts a customised shareholders agreement in India Shareholder rights review, gap identification, and dispute-risk assessment Share transfer restrictions, ROFR, ROFO, and pre-emption clause structuring Investor rights, board control, reserved matters, and approval workflow alignment.
Review Shareholder Agreement Gaps
Aligned with your cap table, funding stage, ESOP plan, and growth goals ESOP clause review for vesting, exercise rights, acceleration, and lapse conditions Exit, dilution, founder exit, and liquidation preference scenario planning Cap table, funding stage, ESOP plan, and growth roadmap alignment before drafting.
Speak to an Equity Expert
Often misses critical risks. Equilay drafts a customised shareholders agreement in India built specifically for your company's structure Shareholder rights review, gap identification, and dispute-risk assessment Share transfer restrictions, ROFR, ROFO, and pre-emption clause structuring Investor rights, board control, reserved matters, and approval workflow alignment.
Check Nominee & Will Gaps
Aligned with your cap table, funding stage, ESOP plan, and growth goals so nothing falls through the cracks at closing ESOP clause review for vesting, exercise rights, acceleration, and lapse conditions Exit, dilution, founder exit, and liquidation preference scenario planning Exit, dilution, founder exit, and liquidation preference scenario planning.
Check Nominee & Will GapsFor founders who want to protect ownership, define decision-making rights, manage exits, and avoid future shareholder disputes.
Protect Founder Rights
For startups that need an investor-ready investor agreement India structure covering reserved matters, dilution, liquidation preference, transfer rights, and board rights.
Protect Founder Rights
For investors who need clear rights around reporting, consent matters, exit participation, anti-dilution, and board representation.
Protect Founder Rights
For teams that need the SHA to match ESOP grants, vesting schedules, exercise rights, good leaver/bad leaver terms, and employee equity communication.
Protect Founder Rights
We don't use templates. Every clause is drafted to match your cap table, funding stage, and ESOP plan.
We draft balanced tag along rights and drag along rights so minority shareholders are protected and majority shareholders can complete an exit smoothly when required.
We define ROFR right of first refusal, right of first offer, and pre-emption rights so existing shareholders get priority before shares are offered to outsiders.
We include ESOP-related clauses such as acceleration, lapse on exit, post-termination exercise period, vesting, and good leaver/bad leaver definitions.
We structure founder vesting, lock-in, reverse vesting, and leaver clauses to protect company continuity and investor confidence.
We draft and explain the anti-dilution provision so founders and investors understand how future funding rounds may affect ownership.
We define the information rights clause, investor reporting obligations, reserved matters, voting thresholds, and board representation rights clearly.
We structure liquidation preference clauses in line with the term sheet, so exit proceeds are distributed clearly during an acquisition, liquidation, or sale.
We cover exit triggers, IPO rights, co-sale rights, death, incapacity, divorce, forced transfer, and succession situations to reduce future disputes.
Strategy, compliance, software, and people. All connected. End to end.
Your SHA and ESOP plan should not conflict with each other. Equilay aligns acceleration, lapse, vesting, exercise rights, and employee option terms across both documents.
We do not draft your SHA in isolation. We connect it with your cap table, shareholder register, ESOP pool, valuation, and funding stage.
Legal documents can be difficult to understand. We provide simple summaries so founders, employees, and internal teams understand what the SHA means in practice.
We draft for clarity. Every important situation is clearly defined so shareholders know what happens during transfer, exit, funding, resignation, death, or acquisition.
Your SHA may need updates when new investors come in, ESOP plans change, or shares are transferred. Equilay helps maintain and update the agreement as your company grows.
Your SHA, cap table, ESOP records, and equity documents stay connected on Equilay's platform with expert support whenever changes are required.
Five stages from your initial conversation to a fully drafted, negotiated, and executed shareholders agreement.
We map founders, investors, employees, ESOP pool, and share classes to understand who holds what rights and what needs protection.
We review your term sheet, existing SHA, ESOP plan, cap table, investor agreement, and related documents to identify gaps or conflicts.
We draft a customised shareholders agreement covering standard clauses, investor rights, ESOP provisions, transfer restrictions, and exit rights.
We support founders and teams during negotiation rounds by explaining which clauses are standard, which need caution, and where changes may be required.
After finalisation, we help manage execution, amendments, shareholder changes, and ongoing document alignment as your company grows.
Equity knowledge for founders, HR teams, and finance leaders , straight from our advisors.
View all articles →Everything you need to know about shareholders agreement drafting and what we do.
A shareholders agreement is a legal document that defines the rights, duties, restrictions, and protections of shareholders in a company. It usually covers share transfers, voting rights, investor rights, board control, exit clauses, dispute handling, and ownership protection. Exact requirements may vary based on company structure, shareholding pattern, ESOP plan, and applicable laws.
Before fundraising, an SHA helps define founder rights, investor rights, board control, reserved matters, reporting obligations, dilution protection, and exit rights. It also helps align the term sheet, cap table, ESOP plan, and Articles of Association. For an investor agreement India context, this clarity helps reduce disputes and supports smoother investor negotiations.
ROFR right of first refusal gives existing shareholders the first opportunity to buy shares before they are sold to an outside buyer. It helps control who enters the cap table and protects existing ownership interests. The exact process, timelines, pricing method, and exceptions should be clearly drafted in the SHA.
Equilay helps draft, review, and maintain SHAs by aligning legal clauses with your cap table, ESOP plan, investor rights, shareholder register, funding roadmap, and equity records. We focus on clarity, practical execution, dispute prevention, and ongoing updates when investors, ESOP pools, share transfers, or governance rights change.
A shareholders agreement template can help you understand the basic structure, but it should not be used without customisation. Every company has different founders, investors, ESOP terms, share classes, transfer restrictions, and funding conditions. A template may miss important clauses like ROFR, anti-dilution, drag along rights, tag along rights, or liquidation preference.
Drag along rights allow majority shareholders to require other shareholders to sell their shares during a qualifying company sale. Tag along rights allow minority shareholders to join a sale by majority shareholders on similar terms. These clauses are important for exit planning, minority shareholder protection, and clean acquisition transactions.
An investor-ready SHA usually includes transfer restrictions, ROFR, ROFO, tag along rights, drag along rights, anti-dilution provision, information rights clause, board representation rights, reserved matters, liquidation preference, founder vesting, ESOP provisions, and exit clauses. The exact clauses depend on the company's stage, investor terms, share classes, and funding structure.
Get a clear, practical, and investor-ready SHA built for Indian company law,
ESOP alignment, and long-term shareholder clarity.