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Share Contribution Agreement
"I need a Share Contribution Agreement for contributing 10,000 shares in my tech startup to a holding company, with the transfer scheduled for March 2025, ensuring compliance with Philippine foreign ownership restrictions as the holding company has foreign investors."
1. Parties: Identification of the contributor and the receiving company, including their complete legal names, registration details, and addresses
2. Background: Context of the transaction, including the purpose of the share contribution and brief description of the shares being contributed
3. Definitions: Key terms used throughout the agreement, including specific corporate and securities terminology
4. Share Contribution: Detailed description of the shares being contributed, including quantity, class, and nominal value
5. Consideration: Details of what the contributor receives in exchange for the share contribution
6. Conditions Precedent: Prerequisites that must be satisfied before the share contribution becomes effective
7. Completion: Mechanics and timing of the transfer, including signing and delivery of documents
8. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and ownership of shares
9. Covenants: Ongoing obligations of the parties, including regulatory compliance and corporate approvals
10. Tax Provisions: Allocation of responsibility for taxes arising from the transaction
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving certain shareholders the right to join in the transfer, relevant if there are multiple shareholders
2. Non-Competition: Restrictions on the contributor's future activities, relevant if the contributor is a strategic player
3. Regulatory Compliance: Additional section for detailed compliance requirements if the transaction involves regulated industries
4. Foreign Investment Provisions: Required if the contributor is a foreign entity, addressing foreign ownership restrictions
5. Earn-out Provisions: Optional if part of the consideration is contingent on future performance
6. Anti-Dilution Rights: Protection against future share issuances, if negotiated by the parties
1. Schedule 1 - Share Details: Detailed description of the shares being contributed, including share certificates numbers and dates
2. Schedule 2 - Contributed Company Information: Corporate information about the company whose shares are being contributed
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Corporate Approvals: List of required corporate and regulatory approvals
5. Appendix A - Form of Share Transfer Instrument: Template for the formal share transfer document
6. Appendix B - Secretary's Certificate: Template for corporate secretary's certification of board approval
7. Appendix C - Deed of Assignment: Template for the assignment of shares
8. Appendix D - Waiver of Pre-emptive Rights: Form of waiver from other shareholders, if applicable
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Retail
Mining
Agriculture
Construction
Professional Services
Transportation
Education
Legal
Finance
Corporate Secretarial
Compliance
Tax
Corporate Development
Investment
Business Development
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Finance Director
Compliance Officer
Tax Manager
Corporate Planning Manager
Board Member
Managing Director
Investment Banker
Private Equity Manager
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