Preference Shares Agreement Template for Philippines

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Key Requirements PROMPT example:

Preference Shares Agreement

"I need a Preference Shares Agreement for my Philippine technology startup to issue cumulative preference shares to three venture capital investors, with an 8% fixed dividend rate and mandatory conversion rights after 5 years."

Document background
The Preference Shares Agreement is a crucial document for Philippine companies seeking to raise capital while maintaining existing voting control structures. This agreement is particularly utilized when companies need to attract investors by offering preferential dividend rights and other financial preferences without diluting management control. The document must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and various SEC regulations. It typically includes detailed provisions on dividend rights, voting rights, redemption mechanisms, transfer restrictions, and conversion features. The agreement is commonly used in corporate restructuring, expansion projects, or when companies need to improve their capital structure without taking on additional debt. The document requires careful consideration of both corporate law requirements and tax implications under Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the Company issuing the preference shares and the Subscriber(s)

2. Background: Context of the preference shares issuance, including corporate approvals obtained and capital structure

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

4. Subscription of Preference Shares: Details of the preference shares being subscribed to, including number, class, and price

5. Preference Share Rights: Core rights attached to the preference shares, including dividend rights, voting rights, and ranking

6. Dividend Provisions: Detailed terms regarding dividend rates, payment dates, cumulative/non-cumulative nature, and dividend restrictions

7. Redemption and Conversion: Terms and conditions for redemption and/or conversion of preference shares, if applicable

8. Transfer Restrictions: Limitations and conditions on the transfer of preference shares

9. Representations and Warranties: Standard representations by both the Company and the Subscriber(s)

10. Covenants: Ongoing obligations of the Company and protective provisions for preference shareholders

11. Events of Default: Circumstances constituting default and consequent rights of preference shareholders

12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Anti-Dilution Protection: Include when preference shareholders are to be protected against dilution from future share issuances

2. Tag-Along Rights: Include when preference shareholders are to have the right to join in sales by major shareholders

3. Drag-Along Rights: Include when majority shareholders need the ability to force preference shareholders to join in a sale

4. Information Rights: Include when preference shareholders are to receive specific financial or operational information beyond statutory requirements

5. Board Representation: Include when preference shareholders are to have the right to nominate directors

6. Liquidation Preference: Include detailed provisions when preference shareholders are to have priority in liquidation beyond standard preference share rights

Suggested Schedules

1. Schedule 1 - Share Certificate Form: Form of share certificate for the preference shares

2. Schedule 2 - Capitalization Table: Current and post-issuance capital structure of the Company

3. Schedule 3 - Corporate Authorizations: Copies of board and shareholder resolutions approving the preference share issuance

4. Schedule 4 - Dividend Calculation Examples: Illustrative examples of dividend calculations and adjustments

5. Schedule 5 - Transfer Notice Form: Form of notice for transfer of preference shares

6. Appendix A - Articles of Incorporation: Copy of the Company's Articles of Incorporation showing authorized preference shares

7. Appendix B - SEC Approvals: Relevant SEC approvals or confirmations for the preference share issuance

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

Banking & Financial Services

Real Estate

Infrastructure

Manufacturing

Energy & Utilities

Telecommunications

Mining

Technology

Retail

Healthcare

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Investment Relations

Corporate Governance

Risk Management

Corporate Strategy

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Finance Manager

Compliance Officer

Board Director

Investment Banker

Financial Controller

Treasury Manager

Risk Manager

Company Secretary

Corporate Governance 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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