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Deed Of Assignment Of Shares Of Stock Template for Australia

A Deed of Assignment of Shares of Stock is a formal legal document used in Australia to transfer ownership of shares from one party (the Assignor) to another (the Assignee). The document complies with Australian corporate law requirements, particularly the Corporations Act 2001 (Cth) and relevant state-specific legislation. It includes detailed provisions covering the transfer terms, warranties, consideration, and completion requirements. The deed format provides additional enforceability compared to a simple contract and is particularly important for significant share transfers or complex corporate transactions.

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What is a Deed Of Assignment Of Shares Of Stock?

A Deed of Assignment of Shares of Stock is essential for formally documenting and executing the transfer of share ownership in Australian companies. This document is typically used when shareholders wish to sell, gift, or otherwise transfer their shares to another party, whether in private companies, family businesses, or as part of corporate restructuring. The deed format is chosen for its enhanced legal enforceability and formal status under Australian law. It must comply with the Corporations Act 2001 (Cth), relevant state legislation, and any company-specific requirements such as pre-emptive rights in the company's constitution or shareholders' agreement. The document includes crucial details such as the parties involved, share specifications, consideration paid, warranties, and completion mechanics, making it a comprehensive record of the share transfer transaction.

What sections should be included in a Deed Of Assignment Of Shares Of Stock?

1. Parties: Identifies and defines the Assignor (current shareholder) and Assignee (new shareholder), and the Company whose shares are being transferred

2. Background: Recitals explaining the context of the share transfer, ownership status, and intention to assign

3. Definitions and Interpretation: Defines key terms used in the deed and sets out interpretation principles

4. Agreement to Assign: Core provision establishing the agreement to transfer the shares from Assignor to Assignee

5. Consideration: Details of the payment or other consideration for the share transfer

6. Completion: Specifies the completion date and actions required to effect the transfer

7. Assignor's Warranties: Warranties regarding ownership, right to transfer, and status of the shares

8. Powers of Attorney: Appointment of powers to ensure completion of the transfer

9. Further Assurance: Obligation to do all things necessary to perfect the transfer

10. Governing Law and Jurisdiction: Specifies the governing law and jurisdiction for disputes

11. Execution: Formal execution blocks for all parties

What sections are optional to include in a Deed Of Assignment Of Shares Of Stock?

1. Conditions Precedent: Used when the transfer is subject to certain conditions being met first, such as regulatory approvals

2. Security Interests: Required if there are any existing charges or encumbrances on the shares

3. Tax Indemnity: Include when specific tax arrangements or indemnities are required

4. Confidentiality: When parties wish to keep the transfer details confidential

5. Multiple Assignors/Assignees: Additional provisions for when there are multiple transferring parties

6. Director Resignation: Include when the assignor is also resigning as a director

7. Non-Competition: Used when restraint provisions are required for the departing shareholder

8. Spousal Consent: Required if shares are held jointly or affected by marriage rights

What schedules should be included in a Deed Of Assignment Of Shares Of Stock?

1. Schedule 1 - Share Details: Details of the shares being transferred including class, quantity, and distinctive numbers

2. Schedule 2 - Company Details: Company information including ACN, registered office, and current directors

3. Schedule 3 - Transfer Form: Standard share transfer form as required by the Corporations Act

4. Schedule 4 - Existing Encumbrances: List of any existing charges or encumbrances on the shares

5. Schedule 5 - Required Consents: List of third-party consents required for the transfer

6. Appendix A - Company Constitution: Copy of the current constitution (if relevant to transfer restrictions)

7. Appendix B - Shareholders Agreement: Copy of any shareholders agreement affecting the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

Genie AI

Cost

Free to use

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