Shareholder Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the sale of 40% minority stake in a Philippine tech startup to a Singapore-based venture capital firm, with specific provisions for anti-dilution rights and board representation."

Document background
The Shareholder Purchase Agreement is a crucial document used in Philippine corporate transactions when one party wishes to sell their shareholding in a company to another party. This agreement is essential for both private and public companies, though additional Securities and Exchange Commission requirements may apply for publicly listed companies. The document must comply with Philippine corporate law, particularly the Revised Corporation Code and Securities Regulation Code, and includes provisions for share transfer mechanics, warranties, representations, conditions precedent, and completion requirements. It's particularly important in ensuring clear documentation of ownership transfer, protecting both parties' interests, and maintaining compliance with local regulatory requirements, including foreign ownership restrictions where applicable. The agreement typically requires notarization under Philippine law to be enforceable and may need to be submitted to various government agencies as part of the transfer process.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with complete legal names and addresses

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, and payment terms

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

6. Completion: Details of when, where, and how the transfer will be completed

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

8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity

9. Covenants: Ongoing obligations of the parties before and after completion

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant knowledge of the business

2. Employee Matters: Provisions regarding key employees, used when retention of specific personnel is crucial

3. Intellectual Property: Special provisions for companies with significant IP assets

4. Foreign Investment Compliance: Required when the purchaser is a foreign entity, addressing compliance with Philippine foreign ownership restrictions

5. Break Fee: Compensation if the deal fails to complete, used in larger or more complex transactions

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

7. Tag-Along/Drag-Along Rights: Used when there are multiple shareholders and future sale rights need to be addressed

Suggested Schedules

1. Share Details: Detailed description of the shares being sold including share certificates numbers and class of shares

2. Company Information: Key details about the company including corporate documents, licenses, and material contracts

3. Warranties: Detailed warranties about the company and its business

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

5. Corporate Approvals: Copies of required corporate approvals and resolutions

6. Completion Requirements: Detailed list of documents and actions required at completion

7. Disclosure Letter: Exceptions and qualifications to the warranties

8. Financial Statements: Recent financial statements of the company

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

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Agriculture

Mining

Construction

Education

Tourism

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Corporate Governance

Executive Leadership

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Director

Investment Manager

Mergers & Acquisitions Director

Business Development Manager

Financial Controller

Compliance Officer

Corporate Governance Officer

Risk Manager

Transaction Advisory Manager

Board Member

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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