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Stock Buyback Agreement Template for India

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Key Requirements PROMPT example:

Stock Buyback Agreement

"I need a Stock Buyback Agreement for my listed technology company planning to repurchase shares worth INR 200 crores from public shareholders in March 2025, including special provisions for small shareholders and NRI participation."

Document background
The Stock Buyback Agreement is a crucial document used when an Indian company decides to repurchase its own shares from existing shareholders, typically to improve financial ratios, return excess cash to shareholders, or optimize capital structure. This document is essential for ensuring compliance with Section 68 of the Companies Act, 2013, and SEBI regulations (for listed companies). It becomes particularly relevant when companies have accumulated substantial cash reserves, want to increase promoter holding, or aim to support share price. The agreement must carefully navigate Indian regulatory requirements, including maintaining post-buyback debt-equity ratios, following prescribed pricing methods, and adhering to specific procedural timelines. It serves as the primary legal framework documenting the buyback terms, shareholder rights, compliance requirements, and execution process.
Suggested Sections

1. Parties: Identification of the Company and the Selling Shareholders participating in the buyback

2. Background: Context of the buyback, including company details, share capital structure, and reason for buyback

3. Definitions: Definitions of key terms used throughout the agreement

4. Buyback Terms: Core terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed, including regulatory approvals

6. Representations and Warranties: Statements of fact and assurances from both the company and selling shareholders

7. Process and Mechanics: Detailed procedure for executing the buyback, including timeline and tender process

8. Payment Terms: Details of payment mechanism, timing, and any escrow arrangements

9. Tax Provisions: Allocation of tax responsibilities and procedures for tax compliance

10. Compliance Requirements: Regulatory compliance obligations for both parties

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

Optional Sections

1. Foreign Exchange Compliance: Required when non-resident shareholders are involved, detailing FEMA compliance

2. Stock Exchange Notifications: Required for listed companies, detailing requirements for stock exchange communications

3. Escrow Arrangements: Required for larger buybacks or when specified by regulations, detailing escrow mechanism

4. Non-Competition: Optional section when selling shareholders are key personnel or hold significant stake

5. Promoter Obligations: Required when promoters are participating in the buyback

6. Small Shareholder Provisions: Required when the buyback includes special provisions for small shareholders

Suggested Schedules

1. Share Details Schedule: Details of shares being bought back, including share certificates and distinctive numbers

2. Selling Shareholder Information: Complete details of participating shareholders and their holdings

3. Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations

4. Compliance Certificates: Required statutory certificates and declarations

5. Timeline Schedule: Detailed timeline for the buyback process

6. Form of Transfer Deed: Standard form for share transfer documentation

7. Calculation Schedule: Details of buyback price calculation and financial metrics

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































Clauses






























Relevant Industries

Technology

Manufacturing

Financial Services

Pharmaceuticals

Consumer Goods

Industrial

Energy

Telecommunications

Real Estate

Infrastructure

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Corporate Strategy

Investor Relations

Risk Management

Corporate Communications

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Finance Manager

Compliance Officer

Investment Relations Manager

Finance Director

Treasury Manager

Board Director

Corporate Strategy Manager

Risk Management Officer

M&A Director

Financial Controller

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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