Single format · FV02-X1-1

Deadlock resolution and buy-sell agreement between shareholders

A single format from the Drag-along, Tag-along and Deadlock pack. Companies Act 2013, ss.5, 14, 56, 241 and 242, 247, 271 · Mediation Act 2023 · Rule 21, NDI Rules 2019 · ss.79 and 92(2)(m), Income-tax Act 2025 · Arbitration and Conciliation Act 1996.

Length
20 pages
Blanks to fill
120
Files
Word and PDF
Law as at
30 October 2026
Last reviewed
30 October 2026

What it covers

  1. 1Deadlock resolution and buy-sell agreement between shareholdersCompanies Act 2013, ss.5, 14, 56, 241 and 242, 247, 271 · Mediation Act 2023 · Rule 21, NDI Rules 2019 · ss.79 and 92(2)(m), Income-tax Act 2025 · Arbitration and Conciliation Act 1996120 blanks

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.

Deadlock resolution and buy-sell agreement. To be stamped as an agreement under the Stamp Act of [State of execution] before or at execution. It does not itself transfer any share: title passes on the depository transfer or on registration of the instrument of transfer.

DEADLOCK RESOLUTION AND BUY-SELL AGREEMENT

THIS AGREEMENT is made at [Place of execution] on [Date of this Agreement, DD.MM.YYYY].

Between

1. [Name of Shareholder A], [Description of Shareholder A: for a company, CIN and registered office; for an individual, PAN and address], acting through [Name of signatory for Shareholder A], hereinafter referred to as “Shareholder A”, of the FIRST PART;

And

2. [Name of Shareholder B], [Description of Shareholder B: for a company, CIN and registered office; for an individual, PAN and address], acting through [Name of signatory for Shareholder B], hereinafter referred to as “Shareholder B”, of the SECOND PART;

And

71 more paragraphs and tables follow in the full format.

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