Deed Of Assignment Of Shares Template for England and Wales

A Deed of Assignment of Shares is a formal legal document governed by English and Welsh law that effectuates the transfer of ownership of shares from one party (the assignor) to another (the assignee). This deed serves as conclusive evidence of the transfer and includes detailed provisions regarding the assignment, warranties, and obligations of the parties. It must be executed as a deed to ensure its enforceability and typically requires witnessing in accordance with English law requirements.

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What is a Deed Of Assignment Of Shares?

The Deed of Assignment of Shares is a crucial document used when transferring ownership of shares in England and Wales. It is particularly important in corporate restructuring, mergers and acquisitions, and family business succession planning. The deed must comply with the Companies Act 2006 and related legislation, and typically includes details of the shares being transferred, consideration paid, and warranties given by the assignor. This document is preferred over a simple share transfer form when additional provisions or protections are required, or when the transfer is part of a larger transaction.

What sections should be included in a Deed Of Assignment Of Shares?

1. Parties: Details of the assignor and assignee

2. Background: Context of the assignment and details of the shares being transferred

3. Definitions: Key terms used throughout the deed

4. Assignment: Core provisions detailing the transfer of shares

5. Consideration: Details of payment or other consideration for the shares

6. Warranties: Basic warranties regarding ownership and right to transfer

7. Execution: Formal execution blocks for the parties

What sections are optional to include in a Deed Of Assignment Of Shares?

1. Tax Indemnities: Additional provisions for specific tax arrangements and protections, used in complex transactions with significant tax implications

2. Non-competition Provisions: Restrictions on the assignor's future activities to protect company interests post-transfer

3. Confidentiality: Provisions regarding the treatment and protection of confidential information exchanged during the transaction

What schedules should be included in a Deed Of Assignment Of Shares?

1. Schedule 1 - Details of Shares: Detailed description of shares being transferred including class, number, and nominal value

2. Schedule 2 - Company Information: Key details about the company whose shares are being transferred including registration number and registered office

3. Appendix A - Stock Transfer Form: Standard form J30 or equivalent for share transfer registration

4. Appendix B - Board Resolution: Copy of board approval for the transfer (if required by articles of association)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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