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Share Purchase Agreement Between Two Individuals Template for Philippines

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Key Requirements PROMPT example:

Share Purchase Agreement Between Two Individuals

"I need a Share Purchase Agreement Between Two Individuals for the sale of 1,000 common shares in a Philippine tech startup, with completion set for March 15, 2025, and full payment to be made in cash at completion."

Document background
A Share Purchase Agreement Between Two Individuals is a crucial legal document used in the Philippines when one individual wishes to sell their shares in a company to another individual. This document is essential for privately held companies where shares are not traded on public markets. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. The agreement typically includes detailed provisions on share transfer procedures, payment terms, warranties about share ownership and authority to sell, tax responsibilities, and completion requirements. It's particularly important for ensuring clear documentation of ownership transfer, protecting both parties' interests, and maintaining compliance with Philippine corporate and securities laws. The document should be notarized to provide additional legal certainty and facilitate recording in corporate books.
Suggested Sections

1. Parties: Identifies the Seller and Buyer with their complete legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core provision describing the sale and purchase of shares, including the number and class of shares

5. Purchase Price: Specifies the amount and currency of the purchase price

6. Payment Terms: Details how and when the purchase price will be paid

7. Completion: Specifies the completion (closing) date and mechanics for the transfer

8. Seller's Warranties: Standard warranties from the seller regarding ownership, authority, and share status

9. Buyer's Warranties: Basic warranties from the buyer regarding authority and ability to pay

10. Tax Matters: Addresses responsibility for taxes arising from the transaction

11. Confidentiality: Obligations to keep the transaction and its terms confidential

12. Notices: Specifies how formal notices under the agreement should be given

13. Governing Law: Confirms Philippine law as governing law and jurisdiction

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied

2. Security for Payment: Include when payment is not made in full at completion

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

4. Board Resignation: Include when the seller is also resigning as a director

5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

6. Break Fee: Include when there needs to be compensation for failed completion

7. Foreign Exchange Provisions: Used when payment is in foreign currency

8. Related Party Contracts: Include when dealing with existing contracts between seller and company

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificate numbers

2. Company Information: Key details about the company including corporate documents

3. Warranties: Detailed warranties if too extensive for main agreement

4. Completion Requirements: Detailed list of documents and actions required at completion

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

6. Corporate Authority: Copies of corporate approvals required for the transfer

7. Tax Clearances: Relevant tax clearances and certificates

8. Existing Charges: Details of any charges or liens over the shares

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

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Education

Agriculture

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Transportation

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Mining

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Media & Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Tax

Compliance

Corporate Governance

Executive Management

Board of Directors

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Finance Director

Tax Advisor

Corporate Finance Manager

Compliance Officer

Business Owner

Managing Director

Chief Executive Officer

Investment Manager

Shareholder

Director

Board Member

Corporate Governance Officer

Industries






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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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