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Stock Redemption Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that sets out the terms and conditions under which a company will repurchase or redeem shares from an existing shareholder. The document details the redemption price, payment terms, completion mechanisms, and respective obligations of the parties while ensuring compliance with the Corporations Act 2001 and other relevant Australian legislation. It includes necessary provisions for share transfer procedures, warranties, and regulatory requirements, with specific attention to Australian corporate law requirements for share capital reductions and redemptions.

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What is a Stock Redemption Agreement?

A Stock Redemption Agreement is a crucial document used when an Australian company wishes to repurchase its own shares from existing shareholders. This agreement is particularly relevant in scenarios such as shareholder exits, succession planning, or corporate restructuring. The document must comply with the Corporations Act 2001 and other relevant Australian legislation, including specific requirements for share capital reductions and financial assistance provisions. It typically includes detailed terms about the redemption price, payment mechanisms, completion requirements, and necessary corporate approvals. The agreement helps protect both the company's and shareholders' interests while ensuring the transaction meets all regulatory requirements and corporate governance standards. Stock Redemption Agreements are commonly used in private companies but may also be relevant for listed entities, subject to additional ASX requirements.

What sections should be included in a Stock Redemption Agreement?

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the agreement, including current shareholding and reason for redemption

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Agreement to Redeem: Core terms of the redemption including number of shares, class, and price

5. Consideration and Payment Terms: Details of the redemption price and payment method

6. Completion: Process and requirements for completing the redemption

7. Conditions Precedent: Conditions that must be met before redemption can proceed

8. Representations and Warranties: Standard warranties from both parties regarding capacity and ownership

9. Tax and Duties: Allocation of responsibility for taxes and duties

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for giving formal notices under the agreement

12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

13. Execution: Formal execution blocks for all parties

What sections are optional to include in a Stock Redemption Agreement?

1. Regulatory Compliance: For listed companies, addressing ASX and other regulatory requirements

2. Installment Payments: Where redemption price is to be paid in installments

3. Security Arrangements: If security is required for deferred payments

4. Ongoing Obligations: Any continuing obligations post-redemption

5. Foreign Investment Provisions: Where international shareholders or FIRB approval is involved

6. Director Resignation: If the selling shareholder is also resigning as a director

7. Non-Competition: Restraint provisions if the selling shareholder is exiting the business

8. Employee Matters: If the redemption is connected to employment termination

What schedules should be included in a Stock Redemption Agreement?

1. Share Details: Detailed description of shares being redeemed including share certificate numbers

2. Calculation of Redemption Price: Method and calculations used to determine the redemption price

3. Completion Checklist: List of actions and documents required at completion

4. Required Resolutions: Form of board and shareholder resolutions required

5. Transfer Forms: Pro forma share transfer forms

6. Regulatory Approvals: Copies of or requirements for necessary regulatory approvals

7. Payment Schedule: If installment payments are involved, detailed payment schedule

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

Document Type

Stock Agreement

Sector

Cost

Free to use

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