Stock Transfer Contract Template for Philippines

1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale

2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join the sale

3. Non-Competition: Include when the transferor should be restricted from competing with the company

4. Escrow Arrangements: Include when part of the purchase price needs to be held in escrow

5. Foreign Investment Compliance: Include when the transferee is a foreign entity or individual

6. Right of First Refusal Waiver: Include when existing shareholders have waived their right of first refusal

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

1. Schedule 1 - Share Details: Detailed information about the shares including share certificates numbers, dates of issuance, and share classification

2. Schedule 2 - Corporate Documents: Copies of relevant corporate documents including Articles of Incorporation, By-laws, and latest General Information Sheet

3. Schedule 3 - Board Resolutions: Copies of board resolutions approving the transfer

4. Schedule 4 - SEC Forms: Required SEC forms for reporting the transfer, including SEC Form 68-UP if applicable

5. Schedule 5 - Payment Terms: Detailed payment schedule and mechanics if payment is not made in full at completion

6. Schedule 6 - Closing Deliverables: List of documents and items to be delivered at completion

7. Schedule 7 - Stock Certificates: Copies of existing stock certificates to be cancelled and format of new stock certificates to be issued