A Shareholder Separation Agreement is essential when one or more shareholders wish to exit a company while others remain. This document, governed by English and Welsh law, provides a comprehensive framework for managing the separation process, including share valuation, payment structures, and post-exit obligations. It's particularly crucial for private companies where shares aren't publicly traded and helps prevent future disputes by clearly documenting all aspects of the separation. The agreement ensures compliance with the Companies Act 2006 and addresses tax implications, confidentiality, and any continuing obligations.
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1. Parties: Identification and details of all shareholders involved in the separation agreement
2. Background: Context of shareholding relationship, company structure, and reasons for separation
3. Definitions: Defined terms used throughout the agreement including Share Transfer, Completion Date, Purchase Price etc.
4. Share Transfer Terms: Detailed terms of the share transfer including number of shares, class of shares, and transfer process
5. Purchase Price and Payment: Agreement on share valuation, purchase price, and payment structure including installments if applicable
6. Completion: Specific actions required for completion, timing, and delivery of documents
7. Warranties and Representations: Standard warranties regarding share ownership, authority to sell, and company status
8. Confidentiality: Obligations regarding confidential information and company secrets
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on future business activities of departing shareholder, used when protecting company interests
2. Intellectual Property Rights: Provisions regarding ownership and use of IP post-separation, used when IP is relevant to the business
3. Employee Matters: Terms regarding employment relationship termination, used when separating shareholder is also an employee
4. Outstanding Loans: Provisions for handling any shareholder loans or outstanding financial obligations, used when financial relationships exist beyond shareholding
5. Tax Matters: Special provisions regarding tax implications and responsibilities, used when tax planning is required
1. Schedule 1 - Share Transfer Form: Standard form J30 for share transfer execution
2. Schedule 2 - Valuation Report: Independent valuation of shares being transferred
3. Schedule 3 - Payment Schedule: Detailed schedule of payment dates and amounts if payment is in installments
4. Schedule 4 - Resignation Letters: Forms for resignation from director/officer positions if applicable
5. Schedule 5 - Existing Agreements: List of agreements being terminated or modified as part of separation
6. Schedule 6 - Company Assets: List of company assets and their allocation/treatment post-separation
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