Sale Of Shares Form Template for Philippines

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Key Requirements PROMPT example:

Sale Of Shares Form

"I need a Sale of Shares Form for transferring 40% of my tech startup's shares to a local investor in Manila, with completion scheduled for March 2025 and including basic warranties about the company's intellectual property."

Document background
The Sale of Shares Form is a crucial legal document used in the Philippines when transferring ownership of company shares between parties. This document is essential for both private and public company transactions, ensuring compliance with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant regulations. The form typically includes detailed information about the parties involved, share specifics, purchase price, payment terms, warranties, and various closing conditions. It's particularly important for documenting ownership changes, maintaining corporate records, and satisfying regulatory requirements. The document must be properly executed and notarized according to Philippine law, and may require additional regulatory approvals depending on the transaction size and nature of the business. Whether used for small private transactions or large corporate deals, the Sale of Shares Form serves as the primary evidence of share transfer and the agreed terms between parties.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with complete details as required under Philippine law

2. Background: Context of the transaction, including details about the company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

6. Completion: Details of when, where and how completion will take place, including completion deliverables

7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and authority to sell

8. Buyer's Warranties: Warranties given by the buyer regarding authority and capacity to purchase

9. Tax Matters: Provisions regarding tax liabilities and responsibilities

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process and requirements for giving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Optional section when minority shareholders need protection to join in the sale

2. Drag-Along Rights: Optional section when majority shareholders want the right to force minorities to join the sale

3. Non-Competition: Optional restrictions on seller's future competitive activities, if seller is exiting completely

4. Earnout Provisions: Optional section for when part of the purchase price is contingent on future performance

5. Foreign Investment Compliance: Required when foreign buyers are involved, addressing Filipino ownership requirements

6. Employee Matters: Optional section dealing with key employees or management transition

7. Intellectual Property Rights: Optional detailed provisions about IP ownership and transfer, important for technology companies

Suggested Schedules

1. Schedule 1 - Share Details: Details of the shares being sold including share certificate numbers and class of shares

2. Schedule 2 - Company Information: Key details about the company including corporate documents and financial statements

3. Schedule 3 - Warranties: Detailed warranties given by the seller regarding the company and its business

4. Schedule 4 - Encumbrances: List of any existing encumbrances on the shares

5. Schedule 5 - Completion Deliverables: List of all documents and items to be delivered at completion

6. Schedule 6 - Corporate Approvals: Copies of required corporate approvals and resolutions

7. Appendix A - Share Transfer Forms: Pro-forma share transfer documents required under Philippine law

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

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Energy

Telecommunications

Mining

Agriculture

Education

Transportation

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Governance

Mergers & Acquisitions

Investment

Due Diligence

Board of Directors

Executive Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Finance Director

Investment Manager

Business Development Manager

Stock Transfer Agent

Corporate Governance Officer

Managing Director

Board Director

Shareholder Relations Manager

M&A Manager

Due Diligence 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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