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Shareholder Transfer Form

Shareholder Transfer Form Template for Philippines

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Key Requirements PROMPT example:

Shareholder Transfer Form

"I need a Shareholder Transfer Form for the transfer of 10,000 common shares from a foreign investor to a local Philippine corporation, with payment to be made in three installments between January and March 2025."

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Document background
The Shareholder Transfer Form is a crucial corporate document used in the Philippines when executing the transfer of ownership of shares from one shareholder to another. This document is required under the Revised Corporation Code of the Philippines and must comply with SEC regulations and tax laws. It is typically used during share sales, corporate restructuring, inheritance transfers, or gift transactions. The form includes comprehensive details about the parties involved, share specifications, consideration paid, and various regulatory declarations. It must be properly executed and recorded in the corporate books, with copies filed with relevant authorities including the SEC and Bureau of Internal Revenue. The document serves as evidence of the transfer and helps maintain accurate records of share ownership changes within Philippine corporations.
Suggested Sections

1. Heading and Title: Title of the document, corporation name, and document reference number

2. Date: Date of the share transfer execution

3. Transferor Details: Full legal name, address, and tax identification number of the selling shareholder

4. Transferee Details: Full legal name, address, and tax identification number of the purchasing shareholder

5. Share Details: Number of shares, class of shares, certificate numbers, and distinctive numbers being transferred

6. Consideration: Amount paid for the shares and payment details

7. Transfer Declaration: Formal declaration of transfer and attestation that shares are free from liens and encumbrances

8. Tax Declarations: Statements regarding capital gains tax and documentary stamp tax obligations

9. Execution Block: Signature blocks for transferor, transferee, and witnesses

10. Corporate Secretary Certification: Space for corporate secretary's annotation and recording of the transfer

Optional Sections

1. Payment Terms: Include when payment is not made in full at the time of transfer

2. Spousal Consent: Required if the transferor is married and shares are conjugal property

3. Board Approval: Include when corporate articles require board approval for share transfers

4. Right of First Refusal Waiver: Include when other shareholders have waived their pre-emptive rights

5. Conditional Transfer Provisions: Include when the transfer is subject to certain conditions precedent

6. Attorney-in-Fact: Include when transfer is executed through a representative

7. Foreign Investment Declaration: Required when transferee is a foreign investor

Suggested Schedules

1. Original Share Certificate: Copy of the original share certificate being transferred

2. Tax Clearance Certificate: BIR clearance confirming payment of applicable taxes

3. Board Resolution: If required, resolution approving the share transfer

4. Secretary's Certificate: Certifying compliance with company requirements for transfer

5. Payment Receipt: Proof of payment for the share transfer

6. Special Power of Attorney: If transfer is executed through an attorney-in-fact

7. Government IDs: Copies of valid government IDs of transferor and transferee

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 Industries

Financial Services

Legal Services

Corporate Services

Investment Banking

Private Equity

Family Business

Real Estate

Manufacturing

Technology

Retail

Healthcare

Mining

Agriculture

Transportation

Energy

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Tax

Treasury

Board Secretariat

Shareholder Relations

Corporate Governance

Documentation

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Company Director

Board Member

Tax Manager

Corporate Lawyer

Investment Manager

Shareholder Relations Manager

Finance Director

Managing Director

Chief Executive Officer

Company Registrar

Treasury Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing corporations in the Philippines, which includes provisions on share transfers, stockholder rights, and corporate documentation requirements
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and includes provisions on share transfers, especially for listed companies and requirements for protecting minority shareholders
SEC Memorandum Circular No. 14, Series of 2000: Provides guidelines on the minimum requirements for share transfers and the documentation needed for recording such transfers in the corporate books
National Internal Revenue Code (Tax Code): Contains provisions on capital gains tax, documentary stamp tax, and other tax obligations related to share transfers
Bureau of Internal Revenue (BIR) Revenue Regulations: Implementing rules for tax payments and requirements for share transfers, including the necessary tax clearances and certificates
Corporation's Articles of Incorporation and By-laws: Company-specific rules that may contain restrictions or requirements for share transfers, including potential right of first refusal provisions
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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