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.
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Key Requirements PROMPT example:
Deed Of Assignment Of Shares
"I need a Deed of Assignment of Shares to transfer 10,000 ordinary shares in my technology startup to a new investor, with completion scheduled for March 15, 2025, including standard warranties and board approval requirements."
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
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
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
Relevant legal definitions
Assignor
Assignee
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions
Consideration
Deed
Encumbrance
Group
Parties
Purchase Price
Shares
Share Rights
Shareholders' Agreement
Stock Transfer Form
Transfer
VAT
Working Hours
Articles of Association
Associated Companies
Confidential Information
Directors
Liabilities
Losses
Material Adverse Change
Register of Members
Regulatory Authority
Subsidiary
Tax
Transaction Documents
Warranties
Assignee
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions
Consideration
Deed
Encumbrance
Group
Parties
Purchase Price
Shares
Share Rights
Shareholders' Agreement
Stock Transfer Form
Transfer
VAT
Working Hours
Articles of Association
Associated Companies
Confidential Information
Directors
Liabilities
Losses
Material Adverse Change
Register of Members
Regulatory Authority
Subsidiary
Tax
Transaction Documents
Warranties
Clauses
Interpretation
Assignment of Shares
Consideration
Completion
Warranties
Title and Capacity
Further Assurance
Power of Attorney
Stamp Duty
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Assignment and Transfer
Third Party Rights
Counterparts
Confidentiality
Announcements
Tax Covenant
Governing Law
Jurisdiction
Successors and Assigns
Remedies
Time of Essence
Non-competition
Representations
Indemnification
Board Approval
Assignment of Shares
Consideration
Completion
Warranties
Title and Capacity
Further Assurance
Power of Attorney
Stamp Duty
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Assignment and Transfer
Third Party Rights
Counterparts
Confidentiality
Announcements
Tax Covenant
Governing Law
Jurisdiction
Successors and Assigns
Remedies
Time of Essence
Non-competition
Representations
Indemnification
Board Approval
Relevant Industries
Relevant Teams
Relevant Roles
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