Fill online: Board resolution and completion checklist for a share transfer under drag-along or tag-along

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Name of the Company

Fills 3 places in the document.

Date of the Board meeting approving the transfer, DD.MM.YYYY

Place of the Board meeting

Fills 2 places in the document.

Name of the Buyer

Fills 3 places in the document.

DRAG-ALONG / TAG-ALONG / BUY-SELL

Fills 2 places in the document.

Drag-along notice / tag offer notice and tag exercise notices / buy-sell notice

Date of the notice under which the shares are transferred, DD.MM.YYYY

Article under which the shares are transferred

Price per equity share in Rs

Transfer articles of the Articles

Date of the Shareholders’ Agreement, DD.MM.YYYY

Drag / tag / buy-sell

Name of the investor whose consent is required

Name of the valuer

Date of the valuation report, DD.MM.YYYY

Date of the Buyer’s deed of adherence, DD.MM.YYYY

Name of transferor 1

Folio or demat account of transferor 1

Class of shares of transferor 1

Number of shares of transferor 1

Distinctive numbers of transferor 1

Consideration of transferor 1

Name of transferor 2

Folio or demat account of transferor 2

Class of shares of transferor 2

Number of shares of transferor 2

Distinctive numbers of transferor 2

Consideration of transferor 2

NSDL / CDSL

Date of the off-market transfer, DD.MM.YYYY

Name of the Registrar and Transfer Agent

Consideration held in trust for a defaulting transferor

Name of the defaulting transferor

Name of the director appointed as attorney

Drag-along article of the Articles

Names of the directors resigning

Effective date of the resignations, DD.MM.YYYY

Names of the Buyer’s nominees

Additional / nominee

Name of the authorised officer

Company Secretary / Director

Name of the director certifying the resolution

DIN of the director certifying the resolution

Date of the certified copy, DD.MM.YYYY

Number of shares transferred in total

Proposed Completion Date, DD.MM.YYYY

Name of the person preparing the checklist

Done / Open (1)

Done / Open (2)

Done / Open (3)

Done / Open (4)

Done / Open (5)

Done / Open (6)

Done / Not applicable (1)

Done / Open (7)

Done / Not applicable (2)

Done / Not applicable (3)

Done / Not applicable (4)

Covered / Not covered

Date and ISIN

Done / Not applicable (5)

Done / Not applicable (6)

Done / Not applicable (7)

Done / Not applicable (8)

Done / Open (8)

Done / Not applicable (9)

Done / Not applicable (10)

Done / Not applicable (11)

Done / Not applicable (12)

Done / Not applicable (13)

Done / Not applicable (14)

Diarised

Done / Not applicable (15)

Done / Open (9)

Advised

Nil / Quantified

Done / Not applicable (16)

Position recorded

Tested

Noted

Name of the reviewer of the checklist

Date of review of the checklist, DD.MM.YYYY

Part 1 is the Board resolution; Part 2 is the checklist, worked through before the meeting and closed after it. It also serves a buy-sell transfer under a deadlock agreement.

Part 1: Certified true copy of the resolution passed at the meeting of the Board of Directors of [Name of the Company] held on [Date of the Board meeting approving the transfer, DD.MM.YYYY] at [Place of the Board meeting]

TRANSFER OF SHARES TO [Name of the Buyer] UNDER THE [DRAG-ALONG / TAG-ALONG / BUY-SELL] PROVISIONS

The Chairperson informed the Board that a [drag-along notice / tag offer notice and tag exercise notices / buy-sell notice] dated [Date of the notice under which the shares are transferred, DD.MM.YYYY] had been served under Article [Article under which the shares are transferred] of the Articles of Association, and placed before the Board the transfers in the table below to [Name of the Buyer] (the “Buyer”) at Rs [Price per equity share in Rs] per equity share.

The Board considered the papers listed in Part 2 and noted that: (a) the transfers comply with Articles [Transfer articles of the Articles] and with the shareholders’ agreement dated [Date of the Shareholders’ Agreement, DD.MM.YYYY], the conditions for the [drag / tag / buy-sell] being satisfied; (b) every right of pre-emption and first refusal has been waived in writing or has expired without exercise; (c) the consent of [Name of the investor whose consent is required] has been obtained where required; (d) the price is the same per share of each class for every transferor, as certified in the valuation report of [Name of the valuer] dated [Date of the valuation report, DD.MM.YYYY]; and (e) the Buyer has executed a deed of adherence to the shareholders’ agreement dated [Date of the Buyer’s deed of adherence, DD.MM.YYYY].

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A drafted format for your use. It is not legal advice; for a complex matter, consult a professional. About this format