All Countries
Mergers & Acquisitions
Share Block Sale Agreement

Share Block Sale Agreement Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share Block Sale Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Share Block Sale Agreement

"I need a Share Block Sale Agreement for the sale of 40% shareholding in a Philippine technology startup to a Singapore-based venture capital firm, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

Celebrated by
Collaborations with
Investors
Document background
A Share Block Sale Agreement is a critical legal document used when transferring a substantial portion of shares in a Philippine corporation from one party to another. This agreement is essential for transactions involving significant share transfers, mergers, acquisitions, or corporate restructuring in the Philippines. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. The document typically includes comprehensive details about the share transfer, including purchase price, payment mechanisms, warranties, representations, and conditions precedent. It's particularly important for ensuring proper documentation for regulatory bodies such as the Securities and Exchange Commission and Bureau of Internal Revenue, while also protecting both parties' interests through clear terms and conditions.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names and addresses

2. Background: Context of the transaction, including brief description of 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, share class, and price

5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Details of when, where, and how completion will take place

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Warranties: Warranties regarding capacity to purchase and fund the transaction

10. Pre-Completion Obligations: Obligations of both parties between signing and completion

11. Confidentiality: Provisions regarding confidential information and announcements

12. Tax Matters: Allocation of tax liabilities and responsibilities

13. Notices: Process for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition: Required when the seller needs to be restricted from competing post-sale

3. Board Resignation: Needed when seller's representatives must resign from company positions

4. Security Provisions: Used when payment is deferred or guaranteed

5. Foreign Ownership Compliance: Required when foreign buyers are involved

6. Shareholder Approval: Needed when existing shareholders have pre-emptive rights

7. Regulatory Approvals: Required for regulated industries or large transactions

Suggested Schedules

1. Share Details: Detailed description of shares being sold including share certificates

2. Company Information: Key company details, including corporate documents and structure

3. Warranties: Detailed warranties and indemnities

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

5. Required Consents: List of required third-party and regulatory consents

6. Completion Requirements: Detailed list of completion deliverables and actions

7. Disclosed Matters: Exceptions to warranties and disclosed issues

8. Form of Resignation Letters: Template resignation letters for outgoing directors

9. Payment Details: Bank account and payment mechanism details

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Incorporation
Board
Business Day
BIR
By-laws
CAR
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed Matters
Encumbrance
General Information Sheet
Governmental Authority
Group
Law
Long Stop Date
Loss
Material Adverse Change
Party/Parties
Philippine Peso
Purchase Price
Related Party
Sale Shares
SEC
Securities
Seller's Warranties
Share Certificates
Shareholders
Signing Date
Stock and Transfer Book
Subsidiaries
Tax/Taxation
Transaction
Transfer
Warranties
Working Hours
Clauses
Parties
Recitals
Definitions
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Indemnification
Representations
Share Transfer Mechanics
Tax Matters
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Notices
Costs and Expenses
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Termination
Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Retail

Healthcare

Energy

Mining

Transportation

Telecommunications

Agriculture

Construction

Professional Services

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Development

Mergers & Acquisitions

Business Development

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Director

Mergers & Acquisitions Director

Business Development Manager

Corporate Finance Manager

Compliance Officer

Tax Director

Board Director

Managing Director

General Counsel

Company Secretary

Transaction Advisory Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary legislation governing corporations in the Philippines, including provisions on share transfers, ownership rights, and corporate governance requirements
Securities Regulation Code (Republic Act No. 8799): Regulates the sale and transfer of securities, including shares of stock, and provides requirements for security transfers and documentation
National Internal Revenue Code (Republic Act No. 8424): Contains provisions on capital gains tax, documentary stamp tax, and other tax implications related to share transfers
Civil Code of the Philippines (Republic Act No. 386): Provides the basic principles of contract law, including requirements for valid contracts, obligations, and remedies
Foreign Investments Act (Republic Act No. 7042): Regulates foreign ownership in Philippine corporations and outlines restrictions on foreign equity participation
Anti-Money Laundering Act (Republic Act No. 9160): Requires due diligence and reporting for certain transactions to prevent money laundering and terrorist financing
Philippine Competition Act (Republic Act No. 10667): May be relevant for large share transfers that could affect market competition or require merger clearance
Bureau of Internal Revenue (BIR) Regulations: Various implementing rules and regulations regarding tax compliance for share transfers, including CAR (Certificate Authorizing Registration) requirements
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

Find the exact document you need

Stock Purchase Contract

A Philippine law-governed agreement for the sale and purchase of company shares, detailing transfer terms and regulatory compliance requirements.

find out more

Asset For Share Agreement

A Philippine law-governed agreement facilitating the transfer of assets to a corporation in exchange for shares, ensuring regulatory compliance and protecting parties' interests.

find out more

Share Purchase Agreement Between Two Individuals

A Philippine law-governed agreement for the sale and purchase of shares between two individuals, including terms of transfer and regulatory compliance requirements.

find out more

Employee Stock Purchase Agreement

A Philippine law-governed agreement enabling employees to purchase company shares through structured payment plans, typically at discounted rates.

find out more

Share Block Sale Agreement

A Philippine law-governed agreement for the sale and purchase of a block of shares, detailing transaction terms and regulatory compliance requirements.

find out more

Agreement For Sale Of Shares To Another Shareholder

A Philippine law-governed agreement for the transfer of shares between existing shareholders of a company, ensuring compliance with local corporate and securities regulations.

find out more

Business Share Sale Agreement

A Philippine law-governed agreement for the sale and purchase of business shares, detailing transaction terms and regulatory compliance requirements.

find out more

Share Subscription And Shareholders Agreement

A Philippine law-governed agreement combining share subscription terms and shareholders' rights and obligations, establishing framework for corporate investment and governance.

find out more

Stock Option Purchase Agreement

A Philippine law-governed agreement establishing terms for stock option grants and share purchase rights, compliant with local securities and corporate regulations.

find out more

Share Sale And Purchase Agreement

A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.