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Business Shares Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the sale of 30% of my technology company's shares to a new investor, with specific provisions for tag-along rights and board representation, to be completed by March 2025."

Document background
A Business Shares Agreement is essential when transferring ownership stakes in a company registered in England and Wales. This document is commonly used during business acquisitions, investment rounds, or internal restructuring. The agreement outlines crucial details such as share valuation, payment terms, warranties, and any conditions precedent to the transfer. It ensures compliance with UK company law while protecting the interests of all parties involved. The document typically includes provisions for both immediate and future share transfers, along with mechanisms for dispute resolution.
Suggested Sections

1. Parties: Details of all shareholders and the company involved in the agreement

2. Background: Context of the share transaction and company structure

3. Definitions: Key terms used throughout the agreement

4. Share Details: Description of shares being transferred/issued including class and rights

5. Consideration: Payment terms and valuation of shares

6. Transfer Provisions: Process and conditions for share transfers

7. Completion: Requirements and process for completing the share transfer

8. Warranties and Representations: Standard warranties given by both parties regarding the shares and company

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares when protecting minority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale when facilitating potential future sale

3. Non-compete Clauses: Restrictions on shareholder business activities when shareholders are also involved in business operations

4. Pre-emption Rights: Rights of existing shareholders to purchase shares before they can be offered to third parties

5. Dividend Rights: Specific provisions regarding dividend distributions and policies

Suggested Schedules

1. Schedule 1 - Share Certificate: Copy of share certificates being transferred

2. Schedule 2 - Company Information: Details of company structure and existing shareholdings

3. Schedule 3 - Shareholder Rights: Detailed description of rights attached to different share classes

4. Schedule 4 - Transfer Forms: Standard share transfer forms (Stock Transfer Form J30)

5. Schedule 5 - Warranties: Detailed list of warranties given by the parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share capital structure, shareholders' rights and obligations, share transfer provisions, pre-emption rights, and company decision-making processes

Financial Services and Markets Act 2000: Regulates share transfers, financial promotion rules, and investment protection measures in business transactions

Companies (Model Articles) Regulations 2008: Provides default provisions for company constitution and standard procedures for share transfers

Companies (Shareholders' Rights) Regulations 2009: Details shareholders' voting rights and procedures for conducting company meetings

Contract Law Principles: Fundamental legal principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Financial Services Regulations: Includes FCA rules and market abuse regulations applicable to share transactions

Tax Legislation: Covers Stamp Duty, Capital Gains Tax implications, and Corporation Tax considerations related to share transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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