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Sales Of Shares Agreement Template for Philippines

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales of Shares Agreement for the sale of 60% shareholding in a Philippine technology startup, with the transaction to complete by March 2025, including specific provisions for intellectual property rights and employee stock options."

Document background
The Sales Of Shares Agreement is a crucial document used in Philippine corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, requiring careful consideration of Philippine corporate law, securities regulations, and tax implications. This document becomes necessary when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition transactions, or for investment purposes. The agreement must comply with the Philippine Revised Corporation Code, Securities Regulation Code, and other relevant regulations, particularly regarding foreign ownership restrictions if applicable. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, indemnities, and conditions precedent, while also addressing specific Philippine requirements such as documentary stamp tax obligations and securities transfer procedures.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with complete details as required under Philippine law

2. Background: Context of the transaction, including details about the company whose shares are being sold

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

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the sale

6. Completion: Details of the completion process, timing, and mechanics of transfer

7. Seller's Warranties: Warranties regarding the seller's capacity, share ownership, and company's condition

8. Buyer's Warranties: Warranties regarding the buyer's capacity and ability to complete the purchase

9. Tax Matters: Allocation of tax liabilities and responsibilities for tax compliance

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Provisions regarding public announcements about the transaction

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

13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Seller Financing: Include when payment terms involve installments or vendor financing

2. Security Arrangements: Include when there are share pledges or other security arrangements

3. Non-Competition: Include when the seller needs to be restricted from competing

4. Employee Matters: Include when there are specific arrangements regarding key employees

5. Intellectual Property: Include when IP rights are significant to the transaction

6. Related Party Contracts: Include when dealing with existing related party arrangements

7. Foreign Investment Compliance: Include when the buyer is foreign or when foreign ownership restrictions apply

8. Break Fee: Include when parties agree to compensation if the deal fails under certain circumstances

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates and transfer history

2. Company Information: Key corporate information including assets, liabilities, and material contracts

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

4. Encumbrances: List of any existing encumbrances on the shares

5. Required Consents: List of third-party and regulatory consents required

6. Completion Requirements: Detailed checklist of completion deliverables and requirements

7. Disclosure Schedule: Exceptions and qualifications to the warranties

8. Corporate Documents: Key corporate documents including articles, bylaws, and board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Agriculture

Mining

Construction

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Finance Manager

Investment Banker

Mergers & Acquisitions Director

Business Development Manager

Tax Manager

Compliance Officer

Corporate Affairs Director

Finance Director

Board Director

Managing Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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