The Company Ownership Agreement is essential for businesses operating in the Philippines that need to formalize their ownership structure and shareholder relationships. This document becomes particularly crucial during company formation, when new shareholders join, or when existing ownership structures need reorganization. It must comply with the Revised Corporation Code of the Philippines and related regulations, including foreign ownership restrictions where applicable. The agreement typically covers share capital distribution, voting rights, transfer restrictions, management rights, dividend policies, and dispute resolution mechanisms. It's particularly important for companies with multiple shareholders, foreign investors, or complex ownership structures, serving as the primary reference point for ownership-related matters and corporate governance.
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1. Parties: Identifies all shareholders and the company, including their complete legal names and addresses
2. Background: Explains the context of the agreement, company formation details, and purpose of the arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Share Capital and Ownership Structure: Details the company's authorized capital, issued shares, and ownership distribution
5. Rights and Obligations of Shareholders: Outlines shareholders' voting rights, dividend rights, and general obligations
6. Share Transfer Restrictions: Specifies conditions and procedures for transferring shares, including right of first refusal
7. Management and Control: Details governance structure, board composition, and decision-making processes
8. Meetings and Resolutions: Procedures for shareholder meetings, voting requirements, and resolution passing
9. Dividend Policy: Sets out the approach to declaring and distributing dividends
10. Dispute Resolution: Procedures for handling disagreements between shareholders
11. Confidentiality: Obligations regarding company and shareholder information confidentiality
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law: Confirms Philippine law as governing law and relevant jurisdiction
14. Execution: Formal signing section with witness requirements
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of shares by majority shareholders
2. Drag-Along Rights: Included when majority shareholders may need to force minorities to join in a company sale
3. Anti-Dilution Provisions: Added when protecting certain shareholders from equity dilution is necessary
4. Special Rights for Specific Share Classes: Required when the company has multiple share classes with different rights
5. Foreign Ownership Compliance: Needed when foreign shareholders are involved, ensuring compliance with Philippine foreign ownership restrictions
6. Deadlock Resolution: Important for companies with 50-50 ownership splits
7. Pre-emptive Rights: Optional section for giving existing shareholders priority in new share issuances
8. Put and Call Options: Include when shareholders want specific share purchase or sale rights
1. Schedule A - Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages
2. Schedule B - Initial Officers and Directors: List of initial board members and corporate officers with their positions
3. Schedule C - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule D - Company Information: Detailed company information including registration numbers, registered address, and other corporate details
5. Schedule E - Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule F - Valuation Methodology: Agreed methods for share valuation in various scenarios
7. Schedule G - Transfer Procedures: Detailed procedures and forms for share transfers
8. Schedule H - Competing Business Restrictions: Details of any non-compete obligations and restricted activities
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