A Stock Share Agreement is essential for documenting and executing the transfer of corporate shares in the Philippines. This document is typically used when shareholders wish to sell their stake in a company, during corporate restructuring, or when new investors are brought into a business. The agreement must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. It contains crucial details about the transaction, including share valuation, payment terms, warranties, and conditions precedent. The document also addresses tax implications under Philippine law, including capital gains tax and documentary stamp tax requirements. Stock Share Agreements are particularly important for maintaining clear corporate records and preventing future disputes over share ownership or transfer terms.
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1. Parties: Identification of the seller(s) and buyer(s) of the shares, including complete legal names and addresses
2. Background: Context of the transaction, including details about the company whose shares are being transferred and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and price per share
5. Purchase Price and Payment: Details of the total consideration, payment method, and timing of payments
6. Completion: Specifics about when and how the transfer will be completed, including delivery of share certificates
7. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
8. Seller's Representations and Warranties: Assertions about share ownership, authority to sell, and company status
9. Buyer's Representations and Warranties: Assertions about authority to purchase and financial capacity
10. Covenants: Ongoing obligations of the parties before and after completion
11. Tax Matters: Allocation of responsibility for taxes arising from the transaction
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in when a majority shareholder sells shares
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Non-Competition: Restrictions on seller's future competitive activities, if seller is leaving the company
4. Board Representation: Special provisions regarding buyer's right to board representation after the purchase
5. Share Transfer Restrictions: Additional restrictions on future transfer of shares
6. Dividend Rights: Special provisions regarding dividend entitlements
7. Put and Call Options: Optional rights for future share purchases or sales
8. Management Provisions: Special arrangements regarding company management post-transaction
1. Schedule 1 - Share Details: Detailed description of the shares being transferred, including share certificate numbers and share history
2. Schedule 2 - Company Information: Key details about the company, including corporate documents and financial statements
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed warranties about the company and its business
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares
6. Schedule 6 - Corporate Approvals: Copies of required corporate approvals and resolutions
7. Appendix A - Share Certificates: Copies of relevant share certificates
8. Appendix B - Transfer Forms: Required share transfer forms and SEC documents
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Healthcare
Energy
Telecommunications
Professional Services
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Relevant Teams
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Finance
Corporate Secretariat
Compliance
Tax
Corporate Development
Mergers & Acquisitions
Investment
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Chief Executive Officer
Chief Financial Officer
Corporate Secretary
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Investment Banker
Financial Controller
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