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Cross Purchase Buy Sell Agreement Template for Philippines

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Key Requirements PROMPT example:

Cross Purchase Buy Sell Agreement

"I need a Cross Purchase Buy Sell Agreement for a family-owned manufacturing business in Manila with three shareholders, including funding through life insurance policies and specific provisions for retirement planned in March 2025."

Document background
The Cross Purchase Buy Sell Agreement serves as a critical business succession planning tool in the Philippine business environment, particularly relevant for closely-held companies, family businesses, and professional partnerships. This agreement becomes essential when business owners want to maintain control over ownership transitions while ensuring business continuity. The document addresses unique aspects of Philippine law, including conjugal property considerations, foreign ownership limitations, and local tax implications. It typically includes detailed provisions for valuation mechanisms, funding arrangements (often through life insurance), trigger events, and payment terms. The agreement helps prevent potential disputes and ensures compliance with Philippine corporate and securities regulations while protecting both the departing owner's interests and the company's stability.
Suggested Sections

1. Parties: Identification of all shareholders/business owners entering into the agreement

2. Background: Context of the business, existing ownership structure, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including specific Philippine legal terminology

4. Purchase and Sale Obligations: Core obligations of each owner to sell and other owners to buy under triggered circumstances

5. Trigger Events: Specific events activating the buy-sell provisions (death, disability, retirement, etc.)

6. Purchase Price and Valuation: Methods for determining the purchase price of shares/interest

7. Payment Terms: Structure and timing of payments for purchased shares

8. Funding Mechanism: Details of insurance policies or other funding sources for purchase obligations

9. Transfer Restrictions: Limitations on transfer of shares outside the agreement framework

10. Rights and Obligations: Ongoing responsibilities of parties while agreement is in effect

11. Tax Provisions: Allocation of tax responsibilities and structured compliance with Philippine tax laws

12. Representations and Warranties: Standard declarations about authority, ownership, and compliance

13. Governing Law and Jurisdiction: Specification of Philippine law governance and jurisdiction

14. Termination: Circumstances and process for terminating the agreement

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

Optional Sections

1. Spousal Consent: Required when parties are married under Philippine law to comply with conjugal property rules

2. Disability Provisions: Detailed provisions for handling permanent disability of shareholders

3. Competition Restrictions: Non-compete and non-solicitation provisions for departing shareholders

4. Tag-Along Rights: Rights of minority shareholders to join in sale transactions

5. Dispute Resolution: Alternative dispute resolution procedures before court litigation

6. Foreign Ownership Compliance: Required when any party is non-Filipino to ensure compliance with foreign ownership restrictions

7. Business Continuation: Procedures for business operations during transfer periods

8. Right of First Refusal: Additional protection for existing owners regarding third-party offers

Suggested Schedules

1. Schedule A - Current Ownership Structure: Details of current shareholdings and ownership percentages

2. Schedule B - Insurance Policies: List of insurance policies funding the agreement, including policy numbers and amounts

3. Schedule C - Valuation Formula: Detailed methodology for business valuation

4. Schedule D - Transfer Notice Form: Standard form for initiating transfer process

5. Schedule E - Deed of Adherence: Template for new shareholders to join the agreement

6. Appendix 1 - Company Information: Corporate documents and registration details

7. Appendix 2 - Specimen Board Resolutions: Template resolutions for implementing agreement provisions

8. Appendix 3 - Required Regulatory Approvals: List of necessary government approvals for share transfers

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

Relevant legal definitions
















































Clauses




































Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Construction

Food and Beverage

Agriculture

Financial Services

Family Businesses

Small and Medium Enterprises

Professional Practices

Consulting Firms

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Finance

Risk Management

Compliance

Corporate Governance

Business Development

Strategy

Family Office

Relevant Roles

Business Owner

Chief Executive Officer

Managing Director

Company Director

Partner

Corporate Secretary

Chief Financial Officer

General Counsel

Business Development Manager

Succession Planning Advisor

Corporate Lawyer

Risk Manager

Family Business Advisor

Managing Partner

Shareholder Representative

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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