A Share Transfer Agreement Private Company is essential when transferring ownership of shares in a private company under English and Welsh law. This document is commonly used in scenarios such as business succession planning, corporate restructuring, or investment transactions. The agreement must comply with the Companies Act 2006 and consider any restrictions in the company's articles of association or existing shareholders' agreements. It typically includes details of the shares being transferred, purchase price, warranties, and completion requirements, while also addressing tax implications and regulatory compliance. The agreement serves as crucial evidence of the transfer and helps prevent future disputes regarding ownership.
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1. Parties: Details of the transferor and transferee, including full legal names and addresses
2. Background: Context of the transfer, including details of the company whose shares are being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transfer provisions, including number and class of shares being transferred
5. Consideration: Details of the purchase price and payment terms
6. Completion: Timing and mechanics of the transfer completion
7. Warranties: Basic warranties from transferor regarding title to shares
8. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Conditions Precedent: Required when transfer is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Tax Covenants: Provisions dealing with tax liabilities when tax implications need specific addressing
3. Non-competition Provisions: Restrictions on transferor's future activities when protecting company's interests post-transfer
4. Drag/Tag Rights: Provisions for minority/majority shareholder rights when multiple shareholders are involved
1. Share Certificate: Copy of existing share certificate(s)
2. Company Information: Details of the company including registered office, directors, share capital
3. Stock Transfer Form: Standard form J30 for UK share transfers
4. Board Minutes: Draft board resolution approving the transfer
5. Waiver of Pre-emption Rights: If applicable, signed waivers from other shareholders
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