Shareholder Separation Agreement Template for Philippines

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Key Requirements PROMPT example:

Shareholder Separation Agreement

"I need a Shareholder Separation Agreement for an amicable exit from a family-owned manufacturing business, where I'm selling my 25% stake to my siblings and stepping down as Technical Director effective March 1, 2025."

Document background
The Shareholder Separation Agreement is a crucial document used when a shareholder decides to exit a company in the Philippines, whether due to retirement, strategic disagreements, or other personal or business reasons. This agreement is essential for companies operating under Philippine jurisdiction and must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. It typically includes detailed provisions for share valuation, payment terms, confidentiality obligations, and non-compete restrictions. The document serves to protect both the departing shareholder and the company by clearly defining rights, obligations, and the process for completing the separation. It's particularly important in closely-held corporations and family businesses where shareholder transitions need careful handling to maintain business continuity and stakeholder relationships.
Suggested Sections

1. Parties: Identification of the separating shareholder, remaining shareholders, and the company

2. Background: Context of the shareholding relationship and reasons for separation

3. Definitions: Key terms used throughout the agreement

4. Share Ownership Details: Current shareholding structure and shares subject to transfer

5. Purchase Price and Payment Terms: Agreed value of shares and payment structure

6. Completion Requirements: Actions required to complete the share transfer

7. Representations and Warranties: Statements of fact by all parties regarding their capacity, share ownership, and company status

8. Confidentiality: Obligations regarding confidential information

9. Non-Compete and Non-Solicitation: Restrictions on future competitive activities

10. Release and Waiver: Mutual release of claims related to prior shareholding

11. Tax Matters: Allocation of tax responsibilities and obligations

12. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution

13. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Director Resignation: Required if separating shareholder holds director position

2. Employee Termination: Required if separating shareholder is also an employee

3. Intellectual Property Rights: Required if separating shareholder has IP rights or contributions

4. Ongoing Projects Transition: Required if separating shareholder is involved in active projects

5. Earnout Provisions: Used when part of payment is contingent on future performance

6. Family Member Provisions: Required in family-owned businesses for additional family-related considerations

7. International Transfer Provisions: Required if transfer involves foreign shareholders or cross-border elements

Suggested Schedules

1. Share Certificate Details: Copies of share certificates and transfer instruments

2. Valuation Report: Independent valuation of shares being transferred

3. Payment Schedule: Detailed breakdown of payment terms and installments

4. Company Assets Inventory: List of company assets affected by the separation

5. Outstanding Loans and Liabilities: Schedule of any shareholder loans or related party transactions

6. Resignation Letters: Template or executed resignation letters from relevant positions

7. Required Corporate Approvals: Board resolutions and other corporate authorizations

8. Tax Clearance Certificates: Relevant tax documentation and clearances

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

Technology

Manufacturing

Retail

Professional Services

Real Estate

Financial Services

Healthcare

Education

Construction

Agriculture

Family Business

Start-ups

Small and Medium Enterprises

Hospitality

Mining

Relevant Teams

Legal

Finance

Corporate Secretariat

Board of Directors

Compliance

Tax

Risk Management

Corporate Governance

Shareholder Relations

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Lawyer

Chief Financial Officer

Company Secretary

Board Member

Legal Counsel

Corporate Governance Officer

Compliance Officer

Finance Director

Tax Manager

Business Development Director

Shareholder Relations Manager

Investment Manager

Risk Management Officer

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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