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Company Share Sale Agreement

Company Share Sale Agreement Template for Philippines

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Key Requirements PROMPT example:

Company Share Sale Agreement

"I need a Company Share Sale Agreement for the sale of 60% shareholding in a Philippine technology company to a Singapore-based buyer, with completion scheduled for March 2025 and including earnout provisions based on the company's performance over the next two years."

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Document background
The Company Share Sale Agreement is a crucial document used in Philippine corporate transactions for transferring ownership of shares between parties. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant legislation. This agreement is essential when selling partial or complete ownership in a Philippine corporation, whether in private transactions or regulated deals. It includes comprehensive provisions covering purchase price, payment terms, warranties, representations, and regulatory compliance requirements. The document must address specific Philippine law considerations such as foreign ownership restrictions in certain industries, mandatory government approvals, and tax implications including capital gains tax and documentary stamp tax. It's particularly important to note that certain share sales may require Securities and Exchange Commission approval or Philippine Competition Commission clearance, depending on transaction value and industry sector.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being sold

2. Background: Context of the transaction, including current ownership structure and purpose of the sale

3. Definitions and Interpretation: Defined terms and rules of interpretation used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing, including timing, location, and actions required

8. Warranties and Representations: Statements of fact and assurances given by the parties, particularly the Seller

9. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims and general liability

10. Tax Matters: Allocation of tax liabilities and obligations, including capital gains tax and documentary stamp tax

11. Confidentiality: Obligations regarding transaction confidentiality and company information

12. Announcements: Requirements for public statements about the transaction

13. Further Assurance: Obligations to take additional actions needed to effect the transaction

14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on Seller's future activities, used when Seller might compete with the business

2. Break Fee: Compensation payable if either party terminates the agreement, used in larger transactions

3. Earnout Provisions: Additional payment terms based on future performance, used when parties cannot agree on firm valuation

4. Management Transition: Terms for handover of management, used when Seller is involved in company operations

5. Foreign Investment Compliance: Special provisions when buyer is foreign, addressing ownership restrictions

6. Real Property Matters: Special provisions when company owns significant real estate assets

7. Intellectual Property Rights: Additional provisions when company has significant IP assets

8. Employee Matters: Special provisions regarding retention of key employees or employee benefits

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates and shareholder information

2. Company Information: Key details about the company including corporate documents and licenses

3. Warranties: Detailed warranties about the company, its business and assets

4. Properties: List of real estate owned or leased by the company

5. Material Contracts: List and copies of important business contracts

6. Intellectual Property: Details of IP rights owned or licensed by the company

7. Employees: List of employees and their key employment terms

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Disclosed Matters: Exceptions and qualifications to the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Form of Board Resolutions: Template board resolutions approving the share transfer

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions











































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Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Agriculture

Construction

Professional Services

Media and Entertainment

Mining and Natural Resources

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Mergers & Acquisitions

Corporate Development

Board of Directors

Executive Management

Corporate Finance

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Secretary

Compliance Officer

Chief Legal Officer

Investment Banker

Business Development Director

Mergers & Acquisitions Manager

Corporate Finance Manager

Tax Director

Board Director

Managing Director

Finance Director

Transaction Advisory Manager

Industries








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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