Shareholders & Subscription Agreements

Overview

Every investment round in an Indian startup or growth company produces two foundational documents: a subscription agreement governing the investment mechanics and a shareholders agreement governing the ongoing relationship. Both documents define the financial rights and governance entitlements of every stakeholder for the life of the company — and they are negotiated under significant time pressure, with information asymmetry favouring whichever party drafted the first version. Corpus Juris Legal advises founders, investors, and existing shareholders on subscription agreements and SHA across angel, seed, Series A, and growth-stage rounds. Our drafting covers instrument selection — equity, CCPS, OCCD, or convertible notes — conversion mechanics, anti-dilution protection (broad-based vs. narrow-based weighted average, or full ratchet), liquidation preference waterfall, information and inspection rights, affirmative voting matters, ROFR and ROFO provisions, co-sale and drag-along rights, and founder vesting schedules. For rounds involving foreign investors, we ensure compliance with FEMA, Foreign Exchange Management (Non-Debt Instruments) Rules 2019, and RBI pricing guidelines for issue and transfer of shares.

Key Service Components

• ◆Subscription agreement drafting for angel, seed and Series A rounds
• ◆CCPS, OCCD and convertible note instrument structuring
• ◆Shareholders Agreement drafting and negotiation
• ◆Anti-dilution protection structuring — weighted average and full ratchet
• ◆Liquidation preference waterfall design
• ◆Information rights, inspection rights and reporting obligations
• ◆Affirmative voting matter definition and board seat allocation
• ◆ROFR, ROFO, tag-along and drag-along provisions
• ◆Founder vesting schedule and reverse vesting documentation
• ◆FEMA/FDI compliance for foreign investor rounds

Our Approach

We advise clients on what is market-standard in the Indian PE/VC ecosystem before negotiation begins. Our review of subscription documents is focused on the provisions that actually determine who controls the company and who gets paid first at exit — not a markup of every definition. We explain the commercial consequence of every key clause in plain terms.

Other Contracts & Commercial Agreements Services