Tag-along: notice of proposed sale and the minority’s exercise notice
A single format from the Drag-along, Tag-along and Deadlock pack. Articles and SHA tag-along clause · s.56, Companies Act 2013 · Rule 21, NDI Rules 2019 · ss.79 and 393(2), Income-tax Act 2025.
- 5 pages
- 52
- Word and PDF
- 30 October 2026
- 30 October 2026
What it covers
- 1Tag-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 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.
Three documents: the Selling Shareholder’s notice offering tag rights (Part A), the minority’s exercise notice (Part B) and the Buyer’s undertaking to purchase the tagged shares (Part C). Serve Part A with Part C signed, so the minority knows the Buyer is bound. Check first whether the SHA runs the right of first refusal before, or alongside, the tag.
Part A: Notice of proposed sale and offer of tag-along rights
Date: [Date of the Tag Offer Notice, DD.MM.YYYY]
To: Each holder named in the table in paragraph 4 (each an “Eligible Holder”)
Copy to: The Board of Directors, [Name of the Company], CIN [CIN of the Company]
Subject: Proposed sale of shares to [Name of the Buyer], and your tag-along right under clause [Tag-along clause of the SHA] of the shareholders’ agreement dated [Date of the Shareholders’ Agreement, DD.MM.YYYY] (the “SHA”) and Article [Tag-along article of the Articles] of the articles of association