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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for Ireland

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Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares for selling my 100% shareholding in a small tech consultancy company to an individual buyer, with completion planned for March 2025 and payment to be made in two installments."

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Document background
The Contract Of Sale Of Shares is a fundamental legal document used in Irish corporate transactions to facilitate the transfer of company ownership through share sales. It is typically employed when shareholders wish to sell their entire or partial shareholding in a company, whether in the context of a complete business sale, corporate restructuring, or investment transaction. The agreement must comply with Irish legal requirements, particularly the Companies Act 2014 and relevant tax legislation. It includes comprehensive provisions covering the sale terms, warranties about the company's condition, tax indemnities, and various protections for both buyers and sellers. This document is crucial for both private and public company transactions, though its complexity and specific provisions may vary depending on the transaction size, company type, and industry sector.
Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Buyer(s) with full legal names and addresses

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

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Details of when, where and how completion will take place

9. Warranties: Seller's warranties about the shares, company and business

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Restrictions on public announcements about the transaction

14. Further Assurance: Obligation to do all things necessary to give effect to the agreement

15. Assignment: Restrictions on assigning rights under the agreement

16. Notices: Process for giving formal notices under the agreement

17. Governing Law and Jurisdiction: Confirms Irish law governs and Irish courts have jurisdiction

18. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Compete Covenants: Restrictions on seller's future competitive activities - used when seller has significant business knowledge

2. Earn-out Provisions: Structure for additional payments based on future performance - used in performance-dependent transactions

3. Security for Claims: Provisions for securing warranty or indemnity claims - used in higher-risk transactions

4. Director Resignations: Process for resignation of seller-appointed directors - used when sellers are also directors

5. Intellectual Property Assignment: Specific provisions for IP transfer - used when IP is a significant asset

6. Employee Matters: Specific provisions regarding key employees - used when employee retention is crucial

7. Inter-company Debt: Provisions dealing with group company debt - used in corporate group transactions

8. Property Matters: Specific provisions regarding real estate - used when property is a significant asset

Suggested Schedules

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

2. Company Information: Detailed information about the company including corporate records

3. Warranties: Detailed warranties about the company, business and shares

4. Properties: Details of any real estate owned or leased by the company

5. Intellectual Property: Schedule of IP rights owned or licensed by the company

6. Material Contracts: List and details of important business contracts

7. Employees: Details of employees including service agreements and benefits

8. Completion Requirements: Detailed list of completion deliverables

9. Data Room Index: Index of due diligence materials provided

10. Completion Accounts: Format and principles for any completion accounts

11. Tax Covenant: Detailed tax indemnity provisions and exceptions

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Agreed Form
Business
Business Day
Buyer
Companies Act
Company
Completion
Completion Date
Completion Time
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Irish GAAP
Loss
Management Accounts
Material Adverse Change
Material Contracts
Outstanding Indebtedness
Parties
Properties
Purchase Price
Revenue Commissioners
Sale Shares
Seller
Seller's Solicitors
Buyer's Solicitors
Signing Date
Subsidiaries
Tax
Tax Authority
Tax Covenant
Tax Return
Tax Statute
Tax Warranty
Title Warranties
Transaction Documents
VAT
Warranties
Warranty Claim
Working Capital
Data Protection Laws
GDPR
Employees
Senior Management
Board
Board Resolutions
Company Secretary
Constitutional Documents
Director
Share Capital
Share Certificates
Shareholders' Agreement
Warranties Schedule
Working Hours
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Title Warranties
Business Warranties
Limitations on Liability
Tax Covenant
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Power of Attorney
Announcements
Data Protection
Assignment
Variation
Waiver
Entire Agreement
Severability
Notices
Costs
Third Party Rights
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Regulatory Compliance
Share Transfer Mechanics
Board Composition
Employment Matters
Intellectual Property
Property Rights
Company Records
Financial Statements
Business Contracts
Insurance
Environmental Matters
Escrow Arrangements
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Telecommunications

Media and Entertainment

Construction

Agriculture

Mining

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Executive Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Business Development Director

Tax Director

Compliance Officer

Risk Manager

Board Director

Company Director

General Counsel

Transaction Manager

Industries
Companies Act 2014: The primary legislation governing company law in Ireland, including share transfers, company structure, and corporate governance requirements
Taxes Consolidation Act 1997: Covers the taxation aspects of share sales, including capital gains tax implications and stamp duty requirements
Competition Act 2002: Regulates merger control and competition aspects of share acquisitions, particularly relevant for larger transactions
Investment Intermediaries Act 1995: Relevant if the transaction involves regulated investment business or financial intermediaries
European Communities (Markets in Financial Instruments) Regulations 2017: Implements MiFID II in Ireland, relevant for transactions involving listed shares or regulated markets
Data Protection Act 2018: Ensures compliance with GDPR requirements in relation to any personal data transferred as part of the share sale
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Requires due diligence and verification procedures for significant financial transactions
Central Bank Act 1942 (as amended): Relevant for transactions involving regulated financial institutions or requiring Central Bank approval
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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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