A Share Ownership Agreement is a fundamental document used when establishing or modifying shareholder relationships in Philippine corporations. This document is essential when new shareholders are being introduced, existing shareholdings are being restructured, or when formalizing the rights and obligations of shareholders. The agreement must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant Philippine laws. It typically includes detailed provisions on share transfers, voting rights, dividend distributions, corporate governance, and shareholder protection mechanisms. The document is particularly crucial for private corporations where shareholders need clear guidelines on their relationships and rights, and where specific restrictions on share transfers may be necessary to maintain control over ownership.
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1. Parties: Identification of all parties to the agreement, including the company and all shareholders
2. Background: Context of the agreement, including company information and purpose of the share ownership arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Details: Specification of shares being owned/transferred, including class, number, and nominal value
5. Consideration: Details of payment or other consideration for the shares
6. Completion: Conditions precedent, completion requirements, and timing of the share transfer
7. Representations and Warranties: Standard warranties from all parties regarding capacity, authority, and share ownership
8. Shareholder Rights: Voting rights, dividend rights, and other fundamental shareholder rights
9. Transfer Restrictions: Limitations on transfer of shares and required procedures
10. Corporate Governance: Basic governance provisions including board representation and shareholder meetings
11. Confidentiality: Obligations regarding confidential information
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new share issuances
4. Right of First Refusal: Include when existing shareholders should have first right to purchase shares being sold by other shareholders
5. Reserved Matters: Include when certain decisions require special majority or unanimous approval
6. Dividend Policy: Include when specific dividend distribution rules need to be established
7. Anti-dilution Protection: Include when shareholders need protection against dilution from new share issues
8. Dead-lock Resolution: Include when there are equal shareholdings and specific deadlock resolution mechanisms are needed
9. Put and Call Options: Include when shareholders want rights to force purchase or sale of shares under specific circumstances
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of the company's share capital and current shareholding structure
2. Schedule 2: Share Certificate: Form of share certificate to be issued
3. Schedule 3: Deed of Adherence: Form for new shareholders to agree to be bound by the agreement
4. Schedule 4: Reserved Matters: List of matters requiring special approval
5. Schedule 5: Corporate Information: Key corporate information including directors, officers, and registered address
6. Appendix A: Shareholders' Particulars: Detailed information about each shareholder including contact details
7. Appendix B: Valuation Methodology: Agreed method for valuing shares for various transfer scenarios
8. Appendix C: Transfer Notice: Form of notice for transferring shares
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