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The Deed of Sale of Shares of Stocks is a crucial legal instrument in Philippine corporate practice, used whenever there is a transfer of share ownership in a corporation. This document is essential for documenting share transfers in compliance with the Revised Corporation Code of the Philippines and other relevant laws. It is commonly used in various scenarios including business acquisitions, corporate restructuring, investment transactions, and succession planning. The deed must be carefully drafted to include all necessary elements such as party details, share specifics, purchase price, warranties, and tax provisions. It requires proper execution and notarization under Philippine law, and may need additional corporate approvals depending on the corporation's by-laws and articles of incorporation. The document also serves as proof of ownership transfer for updating the corporation's stock and transfer book and for tax compliance purposes.

1. Parties: Identification of the Seller(s) and Buyer(s) with complete details including name, address, tax identification number, and citizenship

2. Background: Context of the transaction, including details about the corporation whose shares are being sold and the current ownership structure

3. Definitions: Definition of key terms used throughout the deed including 'Shares', 'Completion Date', 'Purchase Price', etc.

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Specifies the agreed price per share and total consideration, payment terms, and payment method

6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, absence of encumbrances, and validity of shares

8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity to complete the transaction

9. Tax Provisions: Responsibilities for payment of capital gains tax, documentary stamp tax, and other applicable taxes

10. Corporate Approvals: Confirmation of necessary corporate approvals and compliance with transfer restrictions

11. Governing Law: Specification of Philippine law as governing law and jurisdiction for disputes

12. Execution: Formal execution clause and signature blocks