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Shareholders Agreement & Cap Table

We draft Shareholders Agreements (SHA) and design accurate Cap Tables to define ownership rights, investor protections, voting powers, share transfers, and governance rules. Our documentation ensures clarity, fairness, and alignment among founders, investors, and stakeholders.

6000+

Happy Clients

14+

Years Experience

Free Consultation by Expert

6000+

Happy Clients

14+

Years Experience

Overview of Shareholders Agreement & Cap Table

A Shareholders Agreement governs how equity is owned, managed, transferred, and protected inside a company. It defines roles, voting rights, reserved matters, board structure, investor protections, exit rules, and dispute mechanisms.

A Cap Table (Capitalization Table) shows the exact shareholding structure—founders, investors, ESOP pool, convertible notes, and dilution across funding rounds. A clean Cap Table is essential for fundraising, valuation discussions, and exit planning.

We help startups and companies prepare legally sound SHAs and precise Cap Tables tailored to their stage—pre-seed, seed, angel, or VC rounds.

Key Components We Cover

Equity Ownership & Cap Table Design:
Founders’ shares, investor shares, ESOP pool creation, convertible instruments, dilution planning.

Voting Rights & Reserved Matters:
Decisions requiring board approval, supermajority voting, or investor consent.

Investor Protections:
Anti-dilution, pre-emption rights, tag-along, drag-along, ROFR/ROFO, liquidation preference.

Board Structure & Governance:
Founder roles, investor board seats, observer rights, decision-making framework.

Share Transfer & Exit Rules:
Buyback, lock-in, transfer restrictions, exit waterfalls, good/bad leaver provisions.

Information Rights & Compliance:
Reporting obligations, MIS, audits, financial transparency.

Why SHA & Cap Table Are Critical

Investors will not proceed without a clean Cap Table and a strong SHA. Poor structuring leads to disputes, fundraising hurdles, and governance collapse.

Why This Matters - Shareholders Agreement & Cap Table

Clear Ownership Structure

Accurate Cap Table avoids confusion and ensures transparency among founders and investors.

Investor-Ready Documentation

All clauses aligned with VC, angel, and institutional investor expectations.

Equity Protection for Founders

Prevent unfair dilution and protect founders’ decision-making rights.

Smooth Fundraising

Well-structured SHA and Cap Table make due diligence faster and easier.

Strong Governance & Compliance

Clear decision-making rules and reporting obligations.

Future-Proof Structuring

Designed to support multi-round fundraising and long-term growth.

Registration Process of Shareholders Agreement & Cap Table

Step 1: Company Assessment (1–3 Days)

Review incorporation documents, existing agreements, and current shareholding.

Step 2: Cap Table Creation/Correction (2–4 Days)

Prepare accurate pre-money and post-money Cap Tables reflecting current and projected equity distribution.

Step 3: Term Sheet Alignment (1–3 Days)

Translate term sheet clauses into practical legal terms for SHA.

Step 4: Drafting the SHA (3–7 Days)

Draft detailed agreement covering voting rights, investor protections, governance, and exit rules.

Step 5: Negotiation & Revisions

Fine-tune terms based on founder-investor discussions.

Step 6: Signing & Implementation

Finalize agreement, update share registers, issue shares, and update statutory records.

Timeline: Complete structuring typically 7–14 days.

Documents Required of Shareholders Agreement & Cap Table

Company & Legal Records

  • Incorporation documents (MOA/AOA)

  • Current shareholding structure

  • Share certificates

  • Directors’ details

Financial & Transaction Records

  • Investment term sheet

  • Valuation reports (if applicable)

  • Past funding agreements

  • ESOP pool records

Operational Information

  • Founder roles & responsibilities

  • Board structure

  • Decision-making processes

Investor Documents

  • KYC documents

  • Share purchase details

  • Subscription agreements

Other Supporting Documents

  • Cap Table spreadsheet

  • Convertible notes/SAFE/CCD records

  • Buyback or transfer agreements (if any)

FAQ's on Shareholders Agreement & Cap Table

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