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Stock Cancellation Agreement for the United Kingdom

Stock Cancellation Agreement Template for England and Wales

A Stock Cancellation Agreement is a legal document governed by English and Welsh law that formalizes the cancellation of shares in a company. It sets out the terms under which shares will be cancelled, any consideration payable, and the obligations of both the company and the shareholder. The agreement ensures compliance with the Companies Act 2006 and other relevant legislation while protecting the interests of all parties involved.

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What is a Stock Cancellation Agreement?

A Stock Cancellation Agreement is typically used when a company needs to reduce its share capital or when implementing employee exit arrangements. This document, governed by English and Welsh law, outlines the specific shares to be cancelled, any consideration payable, and the process for effecting the cancellation. It ensures compliance with the Companies Act 2006 and includes necessary representations and warranties from both the company and the shareholder. The agreement is particularly important for maintaining clear records of share capital changes and protecting all parties' interests in the transaction.

What sections should be included in a Stock Cancellation Agreement?

1. Parties: Identification of the company and shareholder(s) whose shares are being cancelled

2. Background: Context of the cancellation, current shareholding details, and reference to relevant board/shareholder approvals

3. Definitions: Key terms used throughout the agreement including Share Capital, Completion Date, and Consideration

4. Cancellation Terms: Details of shares being cancelled, effective date, and any consideration

5. Representations and Warranties: Confirmations regarding share ownership, authority to cancel, and compliance with laws

6. Completion Obligations: Actions required by each party to effect the cancellation including document delivery and registrations

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

1. Payment Terms: Details of consideration payment including amount, timing and method (if shares are not being cancelled for nil consideration)

2. Tax Indemnities: Provisions dealing with tax implications of the cancellation and related indemnities

3. Confidentiality: Provisions regarding confidentiality of the transaction and its terms

What schedules should be included in a Stock Cancellation Agreement?

1. Schedule 1 - Share Details: Detailed description of shares being cancelled including class, nominal value, and share certificate numbers

2. Schedule 2 - Board Resolutions: Copy of board resolutions approving the share cancellation

3. Schedule 3 - Shareholder Resolutions: Copy of any required shareholder resolutions approving the cancellation

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

England and Wales

Publisher

Genie AI

Document Type

Statement of Work

Cost

Free to use

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