Board resolution and completion checklist for a share transfer under drag-along or tag-along
A single format from the Drag-along, Tag-along and Deadlock pack. ss.56, 88, 89, 90 and 168, Companies Act 2013 · Rule 9B, PAS Rules 2014 · SBO Rules 2018 · Reg. 4, FEMA 395/2019-RB · ss.79, 92(2)(m) and 393, Income-tax Act 2025.
- 6 pages
- 82
- Word and PDF
- 30 October 2026
- 30 October 2026
What it covers
- 1Board resolution and completion checklist for a share transfer under drag-along or tag-alongss.56, 88, 89, 90 and 168, Companies Act 2013 · Rule 9B, PAS Rules 2014 · SBO Rules 2018 · Reg. 4, FEMA 395/2019-RB · ss.79, 92(2)(m) and 393, Income-tax Act 2025
Not included
What you will still need outside this format:
- The shareholders' agreement with the drag, tag and deadlock clauses themselves, and the share purchase agreement for the sale: use the SHA and secondary sale formats in the catalogue.
- Stamp duty on the agreement, joinder and undertaking under the State Stamp Act, and the 0.015% transfer duty paid through the depository or on the SH-4.
- The valuation reports: registered valuer's fair value, the Rule 57 report and, where a non-resident is involved, the Rule 21 certificate.
- The amended articles of association, the special resolution and the MGT-14 filing that make the clauses bind the company.
- FC-TRS, DIR-12, BEN-2 and PAS-6 filings, and any Government or CCI approval.
- Tax advice on each seller's capital gains and on the buyer's withholding, and a legal opinion on enforcing a drag against a holder who refuses to sign.
Read the opening
The first part of the format, as it downloads. Blanks are highlighted.
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.