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Share Purchase Agreement Between Shareholders Template for Philippines

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for the transfer of 25% shareholding from one minority shareholder to another in our Philippine technology startup, with completion scheduled for March 2025 and payment in two installments."

Document background
The Share Purchase Agreement Between Shareholders is a crucial legal document used when existing shareholders of a Philippine corporation wish to transfer shares between themselves. This agreement is essential for ensuring compliance with Philippine corporate law and regulations while protecting the interests of all parties involved. It becomes necessary when shareholders decide to increase or decrease their stake in the company, during partial exits, or in restructuring scenarios. The document must conform to the requirements of the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. It typically includes detailed provisions on share valuation, payment terms, representations and warranties, and completion mechanics, while also addressing tax implications and regulatory compliance requirements. The agreement is particularly important in private companies where share transfers need to be carefully documented and controlled.
Suggested Sections

1. Parties: Identification of the selling and purchasing shareholders, including complete legal names and addresses

2. Background: Context of the transaction, including details about the company whose shares are being transferred and the existing shareholding structure

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

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and price per share

5. Purchase Price: Details of the consideration, payment method, and timing

6. Completion: Requirements and procedures for closing the transaction, including delivery of share certificates and payment

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

8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Actions required between signing and completion

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations to maintain transaction confidentiality

12. Notices: Process for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approvals or third-party consents

2. Deferred Consideration: Include when part of the purchase price is to be paid at a later date or is contingent

3. Non-Competition: Required when seller needs to be restricted from competing post-sale

4. Tag-Along Rights: Include when remaining shareholders should have the right to join in the sale

5. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale

6. Board Resignation: Include when selling shareholder is also a director who needs to resign

7. Corporate Guarantees: Used when payment obligations need to be guaranteed by a corporate entity

8. Break Fee: Include when parties want to specify damages for failure to complete

9. Foreign Investment Provisions: Required when transaction involves foreign shareholders and needs to comply with Foreign Investments Act

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers and shareholding history

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

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

4. Warranties: Detailed warranties and indemnities

5. Corporate Approvals: Copies of board resolutions and other corporate authorizations

6. Existing Encumbrances: List of any existing liens or encumbrances on the shares

7. Payment Schedule: If payment is in installments, detailed payment timeline and terms

8. Related Party Transactions: List of ongoing related party transactions affecting the shares or company

9. SEC Certificates: Copies of relevant SEC certificates and filings

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








































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Transportation

Professional Services

Agriculture

Mining

Construction

Telecommunications

Education

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Tax

Risk Management

Corporate Governance

Shareholder Relations

Investment

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Finance Director

Managing Director

Board Director

Shareholder Relations Manager

Corporate Governance Officer

Tax Manager

Company Secretary

Investment Banker

Private Equity Manager

Business Development Director

Risk 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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