Contract Drafting & Agreement Registration India - Rental, SHA, SPA, Franchise, Will

Under Section 17(1)(d) of the Registration Act 1908, leases of immovable property from year to year or for any term exceeding one year, or reserving a yearly rent, must be registered. Failure renders the lease inadmissible as evidence. Maharashtra, Karnataka, and Tamil Nadu have introduced e-registration of leave-and-licence agreements through authorised service providers; stamp duty is state-specific (0.25% in Maharashtra, 1% in Karnataka).

A Shareholders Agreement (SHA) should cover: (1) Board composition and appointment rights; (2) Reserved matters requiring unanimous or super-majority consent; (3) Transfer restrictions - Right of First Refusal (ROFR), Right of First Offer (ROFO), tag-along, drag-along; (4) Anti-dilution and price-based anti-dilution (broad-based/narrow-based weighted average); (5) Liquidation preference; (6) Exit clauses including IPO and put/call options; (7) Non-compete, non-solicit, confidentiality; (8) Dispute resolution (arbitration under the Arbitration and Conciliation Act 1996).

Stamp duty on a gift deed of immovable property is state-specific. For gifts to family members (defined under Section 2(42) of the Stamp Act 1899 as amended by states), the duty is typically concessional - e.g. Maharashtra charges 0.5% of the property's market value (Relaxation under Article 34 of Schedule I), Delhi charges 4% (women) / 6% (men), Karnataka charges 2% within family. Registration under Section 17(1)(a) of the Registration Act 1908 is mandatory; without registration, the gift is invalid.

A Share Purchase Agreement (SPA) governs a one-time transaction - the sale and purchase of shares between a seller and buyer, with representations, warranties, indemnities, and conditions precedent. A Shareholders Agreement (SHA) governs the ongoing relationship between shareholders after the investment - Board rights, transfer restrictions, exit rights. In an M&A deal, both are typically executed: the SPA at closing and the SHA simultaneously to govern the post-closing relationship.

Arbitration under the Arbitration and Conciliation Act 1996 (amended 2015, 2019, 2021) is typically faster than court litigation - the Act mandates an award within 12 months (extendable by 6 months with court consent). It is confidential, enforceable internationally under the New York Convention (172+ countries), and the parties can choose an arbitrator with sector expertise. However, for injunctive relief or fast-track ex-parte orders, court litigation may be preferred.