Deed Of Assignment Of Stock Subscription Template for Philippines

The Deed of Assignment of Stock Subscription is a crucial document in Philippine corporate practice used when a subscriber to shares wishes to transfer their subscription rights to another party before the shares are fully paid or issued. This document is essential in scenarios such as corporate restructuring, investment exits, or when original subscribers cannot fulfill their subscription obligations. The deed must comply with the Revised Corporation Code of the Philippines, particularly sections governing share transfers and subscriptions, and typically requires corporate secretary certification and board approval. It contains detailed provisions on the rights being transferred, consideration, warranties, and completion mechanics, ensuring a legally sound transfer of subscription rights while protecting all parties' interests.

1. Parties: Identifies the Assignor (current subscriber), Assignee (new subscriber), and the Corporation whose shares are being assigned

2. Background: Recitals explaining the context of the original subscription, the Corporation's details, and the intention to assign the subscription rights

3. Definitions: Defines key terms used throughout the deed including Subscription Rights, Shares, Consideration, and Completion Date

4. Details of Subscription Rights: Specifies the number of shares subscribed, class of shares, and subscription price under the original subscription agreement

5. Assignment: Core provision transferring all rights, title, and interest in the subscription from Assignor to Assignee

6. Consideration: States the payment amount and terms for the assignment of subscription rights

7. Completion: Details the completion process, timing, and deliverables required to effect the assignment

8. Assignor's Warranties: Warranties regarding ownership, authority to assign, and absence of encumbrances on the subscription rights

9. Assignee's Undertakings: Commitments by the Assignee to assume all obligations under the subscription agreement

10. Corporate Consent: Acknowledgment of the Corporation's approval of the assignment as required by law

11. Governing Law: Specifies Philippine law as governing law and jurisdiction for disputes

12. Execution: Formal execution block for all parties including witnessing requirements