Document background
The Share Purchase Agreement (SPA) is a crucial document in Philippine corporate transactions, used when transferring ownership of shares between parties. It is essential for both private and public company transactions, requiring careful consideration of Philippine corporate law, securities regulations, and tax implications. The agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. A well-drafted SPA includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, and completion mechanics. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal protection for both buyers and sellers while ensuring smooth transfer of ownership. The document must address specific Philippine requirements such as foreign ownership restrictions, tax clearances, and corporate approvals.
