Business Agreements in India — Founders, Shareholders, NDA, Employment, Vendor, Rent and Lease: Clauses, Stamping, Registration
Quick answer: A business agreement is only as strong as its clauses and its stamping: an under-stamped document is inadmissible in court until the duty and penalty are paid, and a lease for more than one year must be registered. Founders and shareholders agreements settle vesting, roles, intellectual-property assignment, pre-emption, tag-along and drag-along, deadlock and exit; an NDA fixes what is confidential, for how long and the remedy; employment and vendor contracts allocate duties, payment (including the 45-day rule for micro and small suppliers) and liability. Stamp duty is a state subject, so the same document costs differently in Delhi, Uttar Pradesh, Haryana and Bihar, and notarisation is not a substitute for stamping or registration.
Last verified 5 October 2026 — rules on this page checked against the current notifications. We update it the day a rule changes.
Which agreement for which problem
| Agreement | Decide in it |
|---|---|
| Founders agreement | Roles and time commitment, equity split, vesting with a cliff, IP assignment to the company, what happens if a founder leaves, decision rights |
| Shareholders agreement | Board seats and reserved matters, pre-emption and ROFR, tag-along and drag-along, anti-dilution and ESOP pool, deadlock resolution, exit and transfer restrictions — must be reflected in the articles to bind the company |
| Partnership / LLP agreement | Capital, profit ratio, authority, admission and retirement — see partnership registration |
| NDA | Definition of confidential information, mutual or one-way, permitted use, term and survival, return or destruction, remedies including injunction |
| Employment agreement | Role, pay structure, probation and notice, confidentiality and IP assignment; a post-employment non-compete is generally unenforceable in India under Section 27 of the Contract Act |
| Vendor / service agreement | Scope, SLAs, payment terms (the 45-day cap for micro and small suppliers — MSME rules), GST clauses, indemnity, liability cap, termination, governing law |
| Rent / lease agreement | Premises, rent and escalation, deposit, lock-in, use, maintenance, termination; lease above one year needs registration |
Stamping, notarisation and registration — they are different
- Stamp duty is paid to the state, on the instrument's value or a fixed amount, and can be paid through e-stamping; an unstamped or under-stamped document cannot be admitted in evidence until duty and penalty are paid
- Notarisation only authenticates signatures; it does not replace stamping or registration
- Registration under the Registration Act is compulsory for a lease of immovable property above one year; that is why many short rent agreements run for 11 months
- Rates differ by state — Delhi, Uttar Pradesh, Haryana and Bihar each have their own schedule, so we quote the duty at drafting, for example the partnership-deed duty by state
What we do
- Drafting and vetting of founders, shareholders, NDA, employment, vendor, rent and lease agreements, with e-stamping and registration support
- Review of an agreement you have been asked to sign, with a risk list and redline
- Pairs with company incorporation, privacy and terms documents and HR policies
Dates, forms and thresholds are quoted from the governing Act, rules and official portals; where a figure changes by notification or year, the page says so and we confirm it at filing rather than estimate.
Talk to us before you file anything
Frequently asked questions
What goes into a founders agreement?
Roles, equity split, vesting with a cliff, IP assignment to the company, exit and leaver terms, and how decisions and deadlocks are handled.
Does a shareholders agreement need to be in the articles?
To bind the company itself, its key terms should be incorporated into the articles of association, otherwise they bind only the signatories.
Is an NDA enforceable in India?
Yes, if it defines confidential information clearly, is reasonable in scope and duration, and does not restrain lawful trade; remedies include injunction and damages.
Is a non-compete clause valid in an employment contract?
A post-employment non-compete is generally unenforceable under Section 27 of the Contract Act, though confidentiality and IP clauses are enforceable.
Does a rent agreement need registration?
A lease for more than one year must be registered; agreements for 11 months or less are commonly used to avoid mandatory registration.
What happens if a contract is not stamped properly?
It is inadmissible in evidence until the deficient duty and a penalty are paid, so stamping at signing is far cheaper.
Is notarisation enough for an agreement?
No — notarisation authenticates signatures only; stamping and, where required, registration are separate legal requirements.
Who pays stamp duty on an agreement?
The parties as agreed in the contract; if silent, the law of the state fixes who bears it, and the duty is calculated under that state's schedule.