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Deed Of Assignment Of Shares Of Stocks

Deed Of Assignment Of Shares Of Stocks Template for Philippines

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares Of Stocks

"I need a Deed of Assignment of Shares of Stocks to transfer 10,000 common shares in my tech startup from myself to a venture capital investor, with completion scheduled for March 15, 2025, including standard warranties and representations required under Philippine law."

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Document background
The Deed of Assignment of Shares of Stocks is a crucial document in Philippine corporate transactions used to formally transfer ownership of shares from one party to another. It is commonly used in various scenarios including corporate restructuring, investment transactions, succession planning, or as part of larger M&A deals. The document must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax regulations. It includes detailed information about the shares being transferred, representations about their ownership and encumbrances, tax responsibilities, and completion mechanics. Special consideration must be given to requirements such as board approvals, shareholders' rights, and documentary stamp tax obligations. The deed serves as official evidence of the transfer and is typically required for updating the corporate books and share certificates.
Suggested Sections

1. Parties: Identification of the Assignor (transferor) and Assignee (transferee) with complete legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the deed

4. Assignment: Core provision detailing the transfer of shares from Assignor to Assignee

5. Consideration: Details of the payment or other consideration for the transfer

6. Completion: Timing and mechanics of the transfer completion

7. Assignor's Representations and Warranties: Warranties regarding share ownership, authority to transfer, and absence of encumbrances

8. Tax Provisions: Responsibilities for capital gains tax, documentary stamp tax, and other applicable taxes

9. Further Assurance: Commitment to execute additional documents necessary to effect the transfer

10. Governing Law: Specification of Philippine law as governing law

11. Execution: Formal execution block including notarization requirements

Optional Sections

1. Consent and Waiver: Required when other shareholders have pre-emptive rights or if board approval is needed

2. Security Interest: Used when the shares are being transferred as security for a loan or other obligation

3. Assignee's Representations: Additional representations from the assignee, particularly important for regulatory compliance

4. Non-Competition: Restrictions on the assignor's future business activities, if relevant

5. Confidentiality: Provisions regarding confidential information, if the assignor had access to company information

6. Survival of Obligations: Specification of which obligations survive completion of the transfer

Suggested Schedules

1. Share Details Schedule: Detailed description of the shares being transferred, including share certificate numbers and class of shares

2. Corporate Documents: Copies of relevant corporate documents including board resolutions and shareholders' resolutions

3. Existing Share Certificates: Copies of the share certificates being transferred

4. Transfer Instruments: Stock transfer forms and other instruments required by the corporate secretary

5. Payment Details: Schedule detailing the payment terms and mechanics if payment is not made in full at completion

6. Regulatory Approvals: Copies of any required regulatory approvals or clearances

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 Industries

Financial Services

Banking

Investment Management

Professional Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Energy

Mining

Transportation

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Tax

Executive Leadership

Corporate Development

Mergers & Acquisitions

Investment

Treasury

Relevant Roles

Corporate Lawyer

Legal Counsel

Corporate Secretary

Chief Legal Officer

Chief Financial Officer

Investment Manager

Compliance Officer

Tax Manager

Company Director

Board Member

Managing Director

Chief Executive Officer

Financial Controller

Business Development Manager

Investment Banker

Private Equity Manager

Mergers & Acquisitions Director

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary legislation governing corporations, including provisions on share transfers, stockholder rights, and corporate documentation requirements
Securities Regulation Code (Republic Act No. 8799): Regulates the trading of securities, including requirements for share transfers and documentation
Civil Code of the Philippines (Republic Act No. 386): Provides general provisions on contracts, obligations, and property transfers that apply to share assignments
National Internal Revenue Code (Republic Act No. 8424): Contains provisions on capital gains tax and documentary stamp tax applicable to share transfers
Securities and Exchange Commission Memorandum Circular No. 14-2013: Guidelines on the transfer of shares and required corporate documentation
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for ensuring compliance with anti-money laundering requirements in significant share transfers
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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