Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Agreement to Adopt a Preliminary Agreement (India) by OLL
Open Legal LibraryUpdated 19 Oct 2026
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AGREEMENT TO ADOPT THE PRELIMINARY AGREEMENT
AGREEMENT made at .......... this ........ day of ......... between M/s. PQ & Co. Ltd., a Company registered under the companies Act, 1956 and having its registered office at .......... hereinafter referred to as ''The Company'' of the One Part and Mr. L residing at .......... and Mr. M residing at .......... and Mr. N residing at ........ all collectively hereinafter referred to as ''the Promoters'' of the Other Part.
WHEREAS:
By an agreement dated the ...... day of ........ entered into between the Promoters on the one hand and Mr. X of the Other part it was agreed that the Promoters will form and register a private company limited the shares with the object of taking over the business in electronic goods carried on by Mr. X on the terms and conditions therein mentioned.
Accordingly, the company being the party of the First Part hereto has been formed and registered under the Companies Act 1956 on the day of
It was one of the terms of the said agreement that on the registration of the company, the company will adopt the said agreement.
By a resolution of the Board of Director of the Company dated the .......... the Board has resolved to adopt the said agreement and to enter into this agreement for that purpose.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
The company hereby adopts the said agreement dated ........... hereinbefore recited and agrees to be bound by the same and the terms and conditions therein mentioned relating to the purchase and taking over of the business of the said M/s. X''s concern, as if the company was a party thereto and had agreed to purchase or take over the said business from Mr. X on the terms in the said agreement mentioned in place stead of the Promoters.
And the company agrees and undertakes to comply with and implement all the terms and conditions mentioned in the said agreement.
IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written.
Signed for and on behalf of the )
said M/s. PQ & Co. Ltd., by )
Mr. ........ a Director duly )
authorized to do so by the resolution )
of the Board of Director dated )
......... in the presence of ... ... )
(Signed by the with in named )
Promoters L, M, N in the )
presence of ....... )
This document is used by a newly formed company to officially adopt and take over an agreement previously entered into by its promoters. It ensures that the company steps into the shoes of the promoters to fulfill obligations and acquire the business assets or interests described in the original preliminary contract.
About this template
What is this template?
This is a novation-style adoption agreement used specifically for pre-incorporation contracts in India. It is not a standalone sale of business agreement but a legal mechanism to substitute the company for the promoters in an existing deal.
When should you use it?
Use this when a company has been registered under the Companies Act and must now take over the business purchase terms negotiated before its existence. Use a Novation Agreement if the original third party must also be a direct party to this specific document.
What's inside
| Clause | Name | What it does |
|---|---|---|
| WHEREAS | Recitals of Preliminary Agreement | Recites the specific agreement dated [date] where Promoters agreed to form a company to take over the electronic goods business from Mr. X. |
| 1 | Adoption and Binding Agreement | Binds the Company to the terms of the recited agreement as if the Company were the original party purchasing the business. |
| 2 | Undertaking to Comply | Obliges the Company to implement and comply with every condition mentioned in the preliminary agreement originally signed by the Promoters. |
Who it's for
- a newly registered Indian company adopting a pre-incorporation contract signed by its promoters
- promoters seeking to transfer liability for a business acquisition to a private limited company
How long it runs and how it's signed
How long
Runs until the work is done
Signed by
Director on behalf of the Company, Promoter L, Promoter M, Promoter N
Witness
Required
Notarisation
Not required
Also needed
Board resolution authorizing adoption of the agreement
Law it's drafted under
Governed by
Companies Act, 1956
Jurisdiction
India
Document info
MS Word. Document created on Mon Jul 6th, 2026. Last updated on Mon Oct 19th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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