Drag-along, Tag-along and Deadlock
The documents that make exit and deadlock clauses actually work: a deadlock and buy-sell agreement for 50:50 companies, the drag-along and tag-along notices, and the board resolution and completion checklist for the transfer. For founders, investors and the CAs, CSs and lawyers who run these exits.
- 37 pages
- 315
- Word and PDF
- 30 October 2026
- 30 October 2026
The 4 formats inside
- 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 1996On its own₹999
- 2Drag-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 2025On its own₹149
- 3Tag-along: notice of proposed sale and the minority’s exercise noticeArticles and SHA tag-along clause · s.56, Companies Act 2013 · Rule 21, NDI Rules 2019 · ss.79 and 393(2), Income-tax Act 2025On its own₹149
- 4Board 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 2025On its own₹149
Not included
What you will still need outside this pack:
- 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 “Deadlock resolution and buy-sell agreement between shareholders”, 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