Share Purchase Agreement Template for United States

A Share Purchase Agreement outlines the terms and conditions when buying or selling company shares in the Philippines. This legally binding contract spells out the price per share, payment details, and when ownership will transfer from the seller to the buyer.

Beyond the basic sale terms, it protects both parties by including important warranties, representations about the company's condition, and any conditions that must be met before closing. Under Philippine Corporation Law, these agreements help ensure smooth ownership transfers while complying with Securities and Exchange Commission requirements, especially for substantial or controlling stake sales.

Use a Share Purchase Agreement when buying or selling company shares in the Philippines, especially for significant ownership transfers. This becomes crucial during mergers, acquisitions, or when bringing in new investors to your business - situations where clear documentation of the deal terms protects everyone involved.

The agreement proves particularly valuable during complex transactions involving multiple shareholders, staged payments, or when specific conditions need to be met before finalizing the sale. Philippine corporate law requires proper documentation for share transfers, and having this agreement helps satisfy SEC requirements while preventing future disputes about the sale terms.

• Stock Purchase Contract: Basic agreement for straightforward share transfers between parties
• Stock Option Purchase Agreement: Specifically for employee stock options and future purchase rights
• Employee Stock Purchase Agreement: Tailored for company-wide employee share purchase programs
• Agreement For Sale Of Shares To Another Shareholder: Used between existing shareholders for internal transfers
• Share Sale And Purchase Agreement: Comprehensive version for complex transactions with detailed warranties

• Company Shareholders: Both selling and buying parties who transfer ownership of shares, including majority stakeholders and minority investors
• Corporate Lawyers: Draft and review the Share Purchase Agreement to ensure compliance with Philippine corporate laws and SEC regulations
• Company Directors: Approve and execute the agreement on behalf of the corporation, especially in major stake sales
• Investment Bankers: Often facilitate large transactions and help structure deal terms
• Corporate Secretary: Updates stock and transfer books, maintains corporate records of share ownership changes
• SEC Officials: Review and approve significant share transfers, particularly in publicly listed companies

• Company Details: Gather complete corporate information, including SEC registration numbers and tax identification details
• Share Information: Document exact number of shares, class of shares, and current ownership structure
• Purchase Terms: Determine price per share, payment schedule, and closing conditions
• Due Diligence: Review company financial statements, corporate documents, and existing shareholder agreements
• Stakeholder Approval: Confirm board resolutions and necessary shareholder consents
• Legal Requirements: Check SEC regulations for special approvals or filing requirements
• Documentation: Our platform generates customized agreements that include all these elements automatically

• Parties: Full legal names and details of buyer, seller, and the company whose shares are being sold
• Share Details: Precise description of shares, including class, number, and percentage of ownership
• Purchase Price: Clear statement of price per share and total consideration, including payment terms
• Warranties: Seller's representations about company status, share ownership, and financial condition
• Conditions Precedent: Requirements to be met before closing, including regulatory approvals
• Closing Mechanics: Transfer process, timing, and required documentation
• Governing Law: Explicit reference to Philippine laws and jurisdiction
• Signature Block: Space for proper execution by authorized representatives

A Share Purchase Agreement differs significantly from an Asset Purchase Agreement in several key ways under Philippine law. While both involve business transactions, they serve distinct purposes and have different legal implications.

• Transaction Focus: Share Purchase Agreements transfer company ownership through stock sales, while Asset Purchase Agreements deal with specific company assets, equipment, or property
• Liability Transfer: Share purchases automatically include all company liabilities, whereas asset purchases can exclude certain liabilities
• Tax Implications: Share transfers typically incur stock transaction tax, while asset sales are subject to VAT and other transfer taxes
• Legal Process: Share transfers require SEC documentation and stockholder approvals, while asset sales need specific deed transfers for each item
• Due Diligence Scope: Share purchases require comprehensive company-wide review, but asset purchases focus only on specific items being transferred