Drag-along notice to the minority shareholders, with the joinder and completion requirements
A single format from the Drag-along, Tag-along and Deadlock pack. Articles and SHA drag-along clause · s.56, Companies Act 2013 · Rule 9B, PAS Rules 2014 · Rule 21, NDI Rules 2019 · s.393(2), Income-tax Act 2025.
- 6 pages
- 61
- Word and PDF
- 30 October 2026
- 30 October 2026
What it covers
- 1Drag-along notice to the minority shareholders, with the joinder and completion requirementsArticles and SHA drag-along clause · s.56, Companies Act 2013 · Rule 9B, PAS Rules 2014 · Rule 21, NDI Rules 2019 · s.393(2), 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.
On the letterhead of the lead Dragging Shareholder. Serve by every method the SHA notice clause requires.
DRAG-ALONG NOTICE
Ref.: [Reference number of the Drag Notice] Date: [Date of the Drag Notice, DD.MM.YYYY]
To: Each shareholder of [Name of the Company] named in Schedule 1 (each a “Dragged Shareholder”)
Copy to: The Board of Directors, [Name of the Company], CIN [CIN of the Company], [Registered office of the Company]
Subject: Drag-along under clause [Drag-along clause of the SHA] of the shareholders’ agreement dated [Date of the Shareholders’ Agreement, DD.MM.YYYY] (the “SHA”) and Article [Drag-along article of the Articles] of the articles of association (the “Articles”)