Do minority shareholders need to consent to another shareholder's exit in India?

Indian company law doesn't generally require every shareholder to approve another shareholder's exit — but a shareholders' agreement often does, through mechanisms like a right of first refusal (existing shareholders get first option to buy), a tag-along right (minority holders can join the sale on the same terms), or a straightforward consent clause requiring board or shareholder sign-off before a transfer is registered.

Where the agreement doesn't address a specific scenario clearly, that ambiguity itself becomes a negotiation point — usually resolved through a formal No Objection Certificate from the other shareholders rather than proceeding on an assumption that consent isn't needed. Checking the shareholders' agreement before agreeing commercial terms, not after, avoids a signed deal getting stuck at the consent stage.