Shareholder Termination Agreement Template for Philippines

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Key Requirements PROMPT example:

Shareholder Termination Agreement

"Need a Shareholder Termination Agreement for a minority shareholder leaving our tech startup by March 2025, with the purchase price of PHP 5 million to be paid in 12 monthly installments."

Document background
The Shareholder Termination Agreement is a crucial document used when a shareholder exits a company in the Philippines, whether through voluntary departure, retirement, or mutual agreement. This document becomes necessary when changes in ownership structure occur, requiring careful consideration of the Revised Corporation Code of the Philippines, Securities Regulation Code, and tax laws. It typically includes comprehensive details about share valuation, payment terms, confidentiality obligations, and potential non-compete provisions. The agreement must comply with Philippine corporate law requirements and often requires supporting documentation such as board resolutions and regulatory filings. It serves to protect all parties' interests and provide a clear framework for the termination process, helping prevent future disputes and ensuring a smooth transition of ownership.
Suggested Sections

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

2. Background: Context of the shareholding and reasons for termination

3. Definitions: Key terms used throughout the agreement

4. Share Details: Description of shares being terminated, including class, number, and percentage of ownership

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

6. Completion Requirements: Actions required to complete the termination, including document submissions and regulatory filings

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

8. Mutual Release: Release of claims between parties post-termination

9. Confidentiality: Obligations regarding confidential information

10. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Non-Compete Provisions: Restrictions on the departing shareholder's future business activities - used when protecting company interests is crucial

2. Tax Indemnities: Specific tax-related provisions and responsibilities - used when significant tax implications exist

3. Continuing Obligations: Ongoing responsibilities of the departing shareholder - used for directors or key personnel

4. Intellectual Property Rights: IP ownership and transfer provisions - used when the departing shareholder was involved in IP creation

5. Employee/Director Resignation: Terms of resignation from employment/directorship - used when shareholder also holds other positions

6. Installment Payment Terms: Detailed payment schedule - used when payment is not made in full at completion

Suggested Schedules

1. Share Certificate Details: Copies and details of share certificates being transferred

2. Valuation Report: Independent valuation of shares (if applicable)

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

4. Company Board Resolution: Resolution approving the termination of shareholding

5. Required Regulatory Filings: List of forms and filings required by Philippine authorities

6. Outstanding Loans or Obligations: List of any shareholder loans or obligations to be settled

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 Industries

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Transportation

Construction

Agriculture

Mining

Telecommunications

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Governance

Board Secretariat

Shareholder Relations

Executive Leadership

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Board Director

Managing Director

Compliance Officer

Tax Manager

Company Director

Investment Manager

Shareholder Relations Manager

Corporate Governance Officer

Business Development Director

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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