A shareholder agreement is read carefully exactly once — when the relationship breaks down. These are the provisions that matter then.
Founders negotiate valuation and vesting carefully, and then sign standard boilerplate for everything that governs a dispute. That is the wrong way round.
Deadlock resolution
Two equal shareholders with no deadlock mechanism have only one exit: the NCLT. A buy-sell provision, a casting vote or a nominated independent director costs nothing to include and saves years.
Transfer restrictions
Right of first refusal, tag-along and drag-along rights determine who your co-shareholders can become. Silence here means anyone.
Enforceability against the company
Provisions restricting share transfer must be incorporated into the articles of association to bind the company. An agreement between shareholders alone will not do it for a public company.
Governing law and seat
Specify the arbitral seat, not merely the venue. The distinction determines which court supervises the arbitration.