Share Transfer Agreement for Ireland

Share Transfer Agreement Template for Ireland

A Share Transfer Agreement under Irish law is a legally binding document that facilitates the transfer of ownership of shares from one party (the transferor) to another (the transferee). This agreement is governed by Irish company law, primarily the Companies Act 2014, and includes detailed provisions regarding the terms and conditions of the share transfer, purchase price, warranties, representations, and completion mechanics. The document ensures compliance with Irish regulatory requirements, including stamp duty obligations and beneficial ownership reporting, while providing legal protection to both parties through carefully drafted warranties and indemnities.

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What is a Share Transfer Agreement?

A Share Transfer Agreement is a crucial legal document used in Irish corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition transactions, or for succession planning. The agreement must comply with Irish law, particularly the Companies Act 2014 and relevant tax legislation, and typically includes provisions for the transfer price, payment terms, warranties, representations, and specific conditions that must be met before the transfer can be completed. It also addresses important aspects such as stamp duty obligations, pre-emption rights, and any necessary regulatory approvals. The document serves to protect both parties' interests and provide a clear record of the transaction terms.

What sections should be included in a Share Transfer Agreement?

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses

2. Background: Context of the transfer, including details of the company whose shares are being transferred and the purpose of the transfer

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core terms of the transfer, including the number and class of shares being transferred

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Completion: Mechanics and timing of completion, including actions required at completion

7. Seller's Warranties: Warranties given by the seller regarding title to shares, authority to sell, and company status

8. Buyer's Warranties: Warranties given by the buyer regarding authority to purchase and ability to pay

9. Tax Matters: Provisions relating to tax liabilities and stamp duty

10. Confidentiality: Obligations regarding confidential information and announcements

11. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

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

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Share Transfer Agreement?

1. Pre-completion Obligations: Used when there is a gap between signing and completion, setting out obligations during this period

2. Share Rights: Include when the shares have special rights or restrictions that need to be specifically addressed

3. Employee Matters: Required when the transfer impacts employee arrangements or share schemes

4. Non-competition: Include when the seller needs to be restricted from competing post-transfer

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

6. Regulatory Approvals: Include when the transfer requires specific regulatory or third-party approvals

7. Pre-completion Reorganization: Used when corporate restructuring is required before completion

8. Intellectual Property: Include when IP rights are significant to the share value or transaction

What schedules should be included in a Share Transfer Agreement?

1. Details of the Shares: Comprehensive description of the shares being transferred, including share certificates numbers and share history

2. Company Information: Details of the company whose shares are being transferred, including corporate information and financial statements

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Properties: List and details of any properties owned by the company

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

6. Material Contracts: List of important contracts to which the company is a party

7. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion

8. Form of Stock Transfer Form: Standard form for executing the share transfer

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Agriculture

Mining and Resources

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Risk Management

Corporate Development

Mergers & Acquisitions

Executive Leadership

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Compliance Officer

Tax Manager

Investment Manager

Business Development Director

Mergers & Acquisitions Manager

Corporate Governance Manager

Risk Manager

Finance Controller

Board Director

Managing Director

Shareholder Relations Manager

Industries
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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