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Stock Agreement
I need a stock agreement for issuing shares to a new investor, detailing the number of shares, price per share, and any voting rights associated with the shares. The agreement should also include provisions for transfer restrictions and a buyback option in case the investor decides to exit.
What is a Stock Agreement?
A Stock Agreement lays out the rules and terms for buying, selling, or transferring company shares in Pakistan. It protects both shareholders and companies by clearly stating share prices, transfer restrictions, and voting rights under the Companies Act 2017.
The agreement becomes especially important when companies go through ownership changes, mergers, or need to manage minority shareholder rights. It typically includes key provisions about pre-emptive rights, tag-along clauses, and dispute resolution methods recognized by Pakistani securities regulations. Small businesses often use these agreements to keep shares within a trusted group of investors.
When should you use a Stock Agreement?
A Stock Agreement becomes essential when bringing new shareholders into your Pakistani company or setting up rules for share transfers. Use it when starting a business partnership, selling company shares, or planning succession in family-owned enterprises - especially to protect minority shareholders' interests under local corporate laws.
The agreement proves invaluable during ownership disputes, company restructuring, or when establishing clear exit mechanisms. Many Pakistani businesses implement these agreements before accepting outside investment, during mergers and acquisitions, or when creating employee stock option plans. It helps prevent future conflicts by defining share valuation methods and transfer procedures upfront.
What are the different types of Stock Agreement?
- Stock Repurchase Agreement: Allows companies to buy back shares from shareholders, often used in employee exits or corporate restructuring
- Phantom Stock Agreement: Provides employees benefits of stock ownership without actual shares, popular in Pakistani startups
- Restricted Stock Purchase Agreement: Issues shares with specific conditions and vesting periods, common in executive compensation
- Contract For Sale Of Shares In A Private Company: Governs direct share transfers between private parties
- Stock Borrowing Agreement: Enables temporary transfer of shares, often used in market making and short selling
Who should typically use a Stock Agreement?
- Company Directors: Approve and oversee Stock Agreements, ensuring compliance with Pakistani corporate laws and protecting company interests
- Shareholders: Sign and abide by the agreement's terms, including share transfer restrictions and voting rights obligations
- Corporate Lawyers: Draft and review agreements to ensure legal compliance with SECP regulations and Companies Act requirements
- Investment Banks: Facilitate share transactions and advise on agreement terms during major corporate actions
- Company Secretaries: Maintain records, handle documentation, and ensure proper execution of stock-related transactions
- Financial Advisors: Guide clients on share valuation and tax implications of stock transfers under Pakistani law
How do you write a Stock Agreement?
- Company Details: Gather complete corporate information, including SECP registration number and authorized share capital
- Shareholder Information: List all parties with their NTN numbers, shareholding percentages, and voting rights
- Share Specifics: Document share class, par value, and any transfer restrictions under Pakistani law
- Valuation Method: Define how shares will be valued during transfers or exits
- Board Approvals: Confirm necessary corporate authorizations are in place
- Digital Template: Use our platform's smart templates to ensure compliance with local regulations
- Internal Review: Have key stakeholders verify agreement terms align with business objectives
What should be included in a Stock Agreement?
- Party Details: Full legal names, addresses, and registration numbers of all shareholders and the company
- Share Specifics: Clear description of share class, quantity, price, and rights under SECP guidelines
- Transfer Mechanisms: Detailed procedures for share transfers, including right of first refusal and tag-along rights
- Voting Rights: Specific provisions about shareholder voting powers and decision-making processes
- Dispute Resolution: Pakistani arbitration clauses and governing law provisions
- Exit Provisions: Clear terms for shareholder exits and share valuation methods
- Compliance Statement: References to relevant sections of Companies Act 2017 and SECP regulations
- Execution Block: Proper signature sections with witness requirements
What's the difference between a Stock Agreement and a Stock Purchase Agreement?
While Stock Agreements and Stock Purchase Agreements may seem similar, they serve distinct purposes in Pakistani corporate law. A Stock Agreement provides ongoing rules for share ownership and transfers, while a Stock Purchase Agreement focuses specifically on a single transaction of share sale.
- Scope and Duration: Stock Agreements are long-term frameworks governing multiple aspects of shareholding, while Purchase Agreements expire after the sale completes
- Content Focus: Stock Agreements cover voting rights, transfer restrictions, and succession planning; Purchase Agreements detail price, payment terms, and conditions for one specific sale
- Party Obligations: Stock Agreements bind all shareholders continuously; Purchase Agreements only bind the buyer and seller for that transaction
- Legal Requirements: Stock Agreements need SECP compliance for ongoing governance; Purchase Agreements focus on transfer regulations and stamp duty requirements
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