A share subscription agreement, or SSA, usually sets out the terms on which an investor subscribes for newly issued securities. A shareholders' agreement, or SHA, usually governs agreed shareholder rights and relationships after investment. The Articles of Association are the company's constitutional rules. The documents must work together and comply with Indian company law.
Some rounds combine the SSA and SHA into a single agreement. The title matters less than whether the transaction, ongoing rights and implementation steps are properly covered.
Understand the purpose of each document
| Document | Main practical function | Question for the founder |
|---|---|---|
| SSA | Subscription amount, securities, conditions, warranties and closing mechanics | What must happen before the company receives and completes this investment? |
| SHA | Governance, information, transfers, future issues and agreed exit arrangements | How will the shareholders work together afterwards? |
| Articles | Constitutional provisions governing the company and its members | Do the corporate rules support the agreed structure? |
This is a functional comparison, not a rule that every document must follow an identical template. A small round and a multi-investor round may need different levels of detail.
Do not leave alignment until the end
The Companies Act overrides inconsistent arrangements, and the Articles bind the company and its members within the statutory framework. Review agreed rights against the Articles and the law; a private agreement cannot simply override the Act. [Source 1]
In practice, compare definitions, share classes, voting arrangements, transfer restrictions and investor consent matters across the documents. Check which provisions need implementation in the Articles and obtain the necessary corporate approvals.
For example, a negotiated agreement may describe a particular approval right while the proposed Articles use a different threshold. The inconsistency should be resolved during drafting, not left for the board to interpret when a decision becomes urgent.
Distinguish conditions before closing from work after closing
Conditions precedent are agreed matters to be completed or, where permissible, waived before closing. They might concern document execution, approvals or resolving identified diligence issues. Conditions subsequent are agreed post-closing tasks with their own deadlines.
Create a closing checklist showing the task, owner, required evidence and status. Where a condition can be waived, identify who has that right and record any waiver in the agreed form. A statutory requirement cannot be made irrelevant by calling it a waivable condition.
Separate signing from closing in the timetable. The parties may sign documents before all conditions are satisfied. Make sure the founder understands when funding is due, what authorises allotment and what must be delivered afterwards.
Read warranties with the disclosure exercise
A warranty is a contractual statement about the company or transaction. Founders should review each one against actual records, including earlier share issues, tax correspondence, IP ownership, employee arrangements and customer commitments.
If a statement is not completely accurate, identify the issue and address it through the negotiated disclosure and contractual mechanism. Do not assume a document placed somewhere in a data room automatically qualifies every relevant warranty.
Consider a company whose developer agreement lacks a signed IP assignment. The solution is to identify and address that gap, agree the appropriate disclosure and decide any remedial steps. Signing an unqualified ownership statement does not create the missing assignment.
Understand liability before agreeing to it
Read indemnities, limits, time periods and claim procedures together. Identify who is liable: the company, particular founders or other parties. Consider whether claims require a threshold, what falls outside a cap and how defence or settlement decisions are controlled.
The relevant commercial question is whether the allocation of risk matches what the parties can know, control and bear. Founders should not discover after signing that a provision they regarded as routine creates a substantial personal exposure.
Build the final records around the completed transaction
After closing, retain the signed documents, adopted Articles, approvals, evidence of funds, allotment records and required filings in one organised set. Update the cap table to match the completed issue, with a clear distinction between issued shares and potential dilution.
For a round involving a non-resident, foreign-exchange reporting runs alongside company-law implementation. Receiving money, issuing securities and reporting the issue are different steps. Allocate responsibility for each rather than assuming the investment agreement completes them. [Source 2]
Frequently asked questions
Can one document combine the SSA and SHA?
Yes, transactions can use a combined subscription and shareholders' agreement. Check the substance and implementation, rather than insisting on separate documents for their own sake.
Does the SHA replace the Articles?
No. Review the ongoing rights against the company's constitutional documents and applicable law, and make the necessary changes through the correct process.
Does signing complete the share issue?
Not by itself. Check the conditions, funds, approvals, allotment, records and filings applicable to the transaction.
Read our startup diligence checklist before building the closing list. Corpernicus can assist with fundraising documents and their corporate implementation. Book an introductory call to discuss the scope.
Sources checked 29 September 2026
- Source 1: Companies Act 2013, particularly sections 6, 10, 14, 42 and 62. Document functions and workflow above are practical drafting guidance.
- Source 2: RBI Mode of Payment and Reporting of Non-Debt Instruments Regulations, amended through 13 June 2026.
General information. The required approvals and documents depend on the securities, investors and structure of the particular round.