Equity Contribution Agreement Template for Philippines

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Key Requirements PROMPT example:

Equity Contribution Agreement

"I need an Equity Contribution Agreement under Philippine law for a foreign technology company investing PHP 50 million in my startup, with completion planned for March 2025 and including anti-dilution protection and board representation rights."

Document background
The Equity Contribution Agreement serves as a fundamental document in Philippine corporate transactions where capital investment is being made into a company. It is typically used when new investors are entering a company's ownership structure or when existing shareholders are increasing their stake through additional capital contributions. The agreement must align with Philippine corporate law requirements, particularly the Revised Corporation Code and Securities Regulation Code, and may need to address foreign investment restrictions if applicable. The document details the contribution amount, share issuance terms, conditions precedent, representations and warranties, and post-closing obligations. It's especially crucial for documenting compliance with Philippine regulatory requirements, protecting investor rights, and establishing clear mechanisms for the capital contribution process.
Suggested Sections

1. Parties: Identification of the investor(s) and the receiving company

2. Background: Context of the transaction and current state of the company

3. Definitions: Key terms used throughout the agreement

4. Equity Contribution: Details of the contribution amount, form, and resulting equity stake

5. Issuance of Shares: Specifics about the shares to be issued, including class, rights, and number

6. Closing Conditions: Prerequisites that must be satisfied before the contribution is made

7. Closing Mechanics: Process and timing for completing the contribution and share issuance

8. Representations and Warranties: Statements of fact from both parties about their capacity and authority

9. Company Covenants: Ongoing obligations of the company regarding the use of funds and business operations

10. Investor Covenants: Ongoing obligations of the investor regarding the contribution and compliance

11. Termination: Circumstances under which the agreement can be terminated

12. Governing Law and Jurisdiction: Application of Philippine law and choice of courts

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Anti-Dilution Protection: Protection for the investor against future dilution of their shareholding

2. Tag-Along Rights: Right of the investor to join in the sale of shares by other shareholders

3. Drag-Along Rights: Right to force minority shareholders to join in the sale of the company

4. Board Representation: Rights of the investor to appoint directors to the company's board

5. Information Rights: Investor's rights to receive financial and operational information

6. Pre-emptive Rights: Right of first refusal on future share issuances

7. Foreign Investment Provisions: Special provisions required when the investor is foreign

8. Multiple Closing Provisions: When the contribution will be made in multiple tranches

9. Exit Rights: Provisions regarding future sale or IPO of the company

Suggested Schedules

1. Schedule 1 - Company Information: Details of the company's incorporation, directors, and share capital

2. Schedule 2 - Contribution Details: Detailed breakdown of the equity contribution and payment mechanics

3. Schedule 3 - Shareholding Structure: Pre and post-investment shareholding structure

4. Schedule 4 - Conditions Precedent: Detailed list of all conditions that must be met before closing

5. Schedule 5 - Closing Deliverables: List of documents and actions required at closing

6. Schedule 6 - Company Warranties: Detailed warranties given by the company

7. Schedule 7 - Form of Board Resolution: Template for required corporate approvals

8. Schedule 8 - Form of Shareholders' Resolution: Template for required shareholder approvals

9. Appendix A - Articles of Incorporation: Copy of the company's articles of incorporation

10. Appendix B - Shareholders' Agreement: Form of shareholders' agreement to be executed at closing

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Manufacturing

Financial Services

Healthcare

Retail

Energy

Infrastructure

Agriculture

Transportation

Education

Mining

Telecommunications

Construction

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Executive Leadership

Investment

Corporate Governance

Business Development

Treasury

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Lawyer

Financial Controller

Business Development Director

Investment Analyst

Compliance Officer

Board Director

Managing Director

Private Equity Manager

Venture Capital Associate

Corporate Finance Manager

Company Secretary

Due Diligence Officer

Risk Management Officer

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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