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Share Cancellation Agreement

Share Cancellation Agreement Template for Philippines

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Key Requirements PROMPT example:

Share Cancellation Agreement

"I need a Share Cancellation Agreement under Philippine law for our company's buyback of 10,000 common shares from a retiring director, with completion planned for March 15, 2025, including standard representations and confidentiality provisions."

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Document background
The Share Cancellation Agreement is a crucial document used in Philippine corporate transactions when a company needs to formally cancel issued shares. This typically occurs in scenarios such as share buybacks, capital reduction, treasury share cancellation, or corporate restructuring. The agreement must comply with the Revised Corporation Code of the Philippines and Securities and Exchange Commission regulations, requiring specific corporate approvals and filings. It details the process of cancellation, consideration (if applicable), tax implications, and necessary regulatory compliance steps. The document is particularly important in ensuring proper documentation for corporate records and regulatory reporting, while protecting both the company's and shareholders' interests under Philippine law.
Suggested Sections

1. Parties: Identification of the company and the shareholder(s) whose shares are being cancelled

2. Background: Context of the share cancellation, including relevant corporate approvals and reasons for cancellation

3. Definitions: Key terms used throughout the agreement

4. Share Details: Specific details of the shares being cancelled, including class, number, and certificate numbers

5. Consideration: Details of any payment or compensation for the cancelled shares

6. Cancellation Process: Step-by-step process of how the cancellation will be executed

7. Representations and Warranties: Statements by both parties regarding their authority, ownership, and capacity to enter into the agreement

8. Tax Matters: Allocation of responsibility for any taxes arising from the cancellation

9. Regulatory Compliance: Obligations regarding SEC filings, corporate approvals, and other regulatory requirements

10. General Provisions: Standard clauses including governing law, notices, amendments, and counterparts

Optional Sections

1. Share Return Process: Include when physical share certificates need to be returned and cancelled

2. Shareholder Release: Include when the shareholder needs to release claims against the company

3. Corporate Approvals: Include when specific board or shareholder resolutions are required

4. Conditions Precedent: Include when the cancellation is subject to certain conditions being met

5. Confidentiality: Include when sensitive information is involved in the transaction

6. Non-Competition and Non-Solicitation: Include when the departing shareholder needs to be restricted from competing activities

Suggested Schedules

1. Schedule 1 - Share Details: Detailed list of shares being cancelled, including share certificate numbers and dates of issue

2. Schedule 2 - Consideration Calculation: Detailed calculation of consideration for the cancelled shares, if applicable

3. Schedule 3 - Required Corporate Approvals: List of required approvals and status of each

4. Schedule 4 - Form of Share Certificate Cancellation: Template for recording the cancellation on physical share certificates

5. Appendix A - Board Resolution: Copy of the board resolution approving the share cancellation

6. Appendix B - Shareholder Resolution: Copy of the shareholder resolution (if required) approving the share cancellation

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
Board Resolution
Business Day
Cancelled Shares
Company
Completion
Completion Date
Consideration
Corporate Records
Effective Date
Encumbrance
General Information Sheet
Governmental Authority
Law
Material Adverse Effect
Party/Parties
Philippine Peso
Previous Share Certificate
Records
Revised Corporation Code
SEC
Share Capital
Share Certificate
Shareholder
Shareholder Resolution
Shares
Stock and Transfer Book
Stock Certificate
Taxes
Transaction Documents
Treasury Shares
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Mining

Agriculture

Construction

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Corporate Governance

Board Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Company Director

Board Member

Corporate Lawyer

Compliance Officer

Financial Controller

Treasury Manager

Company Secretary

Legal Manager

Managing Director

Finance Director

Corporate Governance Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary legislation governing corporate matters, including share capital, corporate powers, and procedures for share cancellation. Particularly relevant sections include provisions on reduction of capital stock, treasury shares, and corporate documentation requirements.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and transactions involving shares, including requirements for disclosure, registration, and protection of shareholder rights in case of share cancellation.
National Internal Revenue Code of the Philippines: Addresses tax implications and requirements related to share cancellation, including potential capital gains tax, documentary stamp tax, and other tax considerations.
Civil Code of the Philippines (Republic Act No. 386): Provides general principles of contract law applicable to the agreement, including requirements for valid contracts, obligations, and rights of parties involved.
Securities and Exchange Commission (SEC) Memorandum Circulars: Various SEC memorandum circulars and guidelines that specify requirements and procedures for share cancellation, corporate filings, and shareholder approvals.
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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