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Equity Buyback Agreement Template for Philippines

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Key Requirements PROMPT example:

Equity Buyback Agreement

"I need an Equity Buyback Agreement for our Philippine tech startup to repurchase 15% of shares from a departing co-founder, with payment to be made in three installments over 2025, and including non-compete provisions."

Document background
The Equity Buyback Agreement is a crucial document used when a Philippine company decides to repurchase its own shares from existing shareholders, whether for treasury purposes, capital restructuring, or implementing an exit mechanism. This document type is particularly important in the Philippine context, where share buybacks must comply with specific requirements under the Corporation Code and Securities Regulation Code, including restrictions on using corporate funds and maintaining capital adequacy. The agreement comprehensively addresses all aspects of the transaction, from initial valuation through to completion, and includes necessary provisions for regulatory compliance, tax considerations, and required corporate approvals. It's commonly used in scenarios such as employee share scheme buybacks, exit of minority shareholders, or general capital management strategies.
Suggested Sections

1. Parties: Identification of the selling shareholder(s) and the company purchasing the shares

2. Background: Context of the agreement, including current shareholding structure and reason for buyback

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer, including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed

6. Completion: Details of the completion process, timing, and actions required by each party

7. Representations and Warranties: Standard and specific warranties from both seller and company

8. Tax Matters: Allocation of responsibility for taxes arising from the transaction

9. Confidentiality: Obligations regarding confidential information

10. Notices: Process for giving formal notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Compliance: Required when the buyback needs specific regulatory approvals or notifications

2. Foreign Ownership Provisions: Required when involving foreign shareholders and compliance with Philippine foreign ownership restrictions

3. Security Interest: Required when there are existing charges or liens on the shares

4. Installment Payments: Required when the purchase price is to be paid in installments

5. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that need to be addressed

6. Non-Competition: Required when the selling shareholder needs to be restricted from competing post-sale

7. Continuing Obligations: Required when the seller retains other roles in the company (e.g., director, employee)

Suggested Schedules

1. Share Details: Details of the shares being purchased, including share certificates numbers and class of shares

2. Purchase Price Calculation: Detailed calculation of the purchase price, including any adjustments

3. Completion Requirements: Checklist of documents and actions required for completion

4. Corporate Approvals: Copies of relevant board and shareholder resolutions

5. Existing Encumbrances: List of any existing encumbrances on the shares

6. Required Regulatory Approvals: List of required regulatory approvals and their status

7. Form of Transfer Instruments: Template forms for share transfer documents

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









































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Energy

Telecommunications

Consumer Goods

Agriculture

Mining

Construction

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Risk Management

Corporate Governance

Investor Relations

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Finance Director

Treasury Manager

Corporate Governance Officer

Board Director

Company Secretary

Financial Controller

Tax Manager

Risk Manager

Investment Relations Officer

Shareholder Relations 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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