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Agreement For Sale Of Shares To Another Shareholder Template for England and Wales

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Key Requirements PROMPT example:

Agreement For Sale Of Shares To Another Shareholder

"I need an Agreement For Sale Of Shares To Another Shareholder to sell my 25% shareholding in a tech startup to an existing shareholder who already owns 30%, with completion planned for March 2025 and payment in three installments."

Document background
The Agreement For Sale Of Shares To Another Shareholder is essential when an existing shareholder wishes to sell their shares to another shareholder rather than to an external party. This document, governed by English and Welsh law, is commonly used in private companies where shareholders wish to restructure their ownership proportions or when a shareholder wants to exit partially or fully. The agreement includes crucial elements such as the share valuation, payment terms, warranties about the shares' ownership, and any conditions that must be met before the transfer can complete.
Suggested Sections

1. Parties: Details of the seller and buyer of the shares

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer

5. Consideration: Purchase price and payment terms

6. Completion: Timing and mechanics of the transfer

7. Warranties: Basic seller warranties regarding share ownership and authority

Optional Sections

1. Pre-completion Conditions: Additional section for complex transactions where completion is conditional on certain events

2. Extended Warranties: Additional warranties about the company's business, used for significant shareholding transfers

3. Tax Covenant: Specific tax-related provisions for large transactions or where tax exposure is significant

4. Non-compete Provisions: Restrictions on seller's future activities, used when seller is exiting completely

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including class and numbers

2. Schedule 2 - Warranties: Detailed warranties schedule if extensive warranties are given

3. Schedule 3 - Company Information: Key details about the company whose shares are being transferred

4. Schedule 4 - Completion Requirements: List of documents and actions required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing share transfers, including provisions for pre-emption rights, director/shareholder approvals, and share capital regulations

Financial Services and Markets Act 2000: Covers regulatory requirements for share transfers and financial promotion restrictions

Stamp Duty Legislation: Regulations regarding stamp duty and stamp duty reserve tax implications for share transfers, including payment requirements

Finance Act: Current finance legislation covering Capital Gains Tax considerations and other tax implications for share transfers

Articles of Association: Company's constitutional document containing transfer restrictions, pre-emption rights, and director approval requirements

Shareholders' Agreement: Existing agreement containing transfer provisions, tag-along/drag-along rights, and valuation mechanisms

Money Laundering Regulations 2017: Requirements for due diligence and identity verification in share transfers

UK Corporate Governance Code: Compliance requirements for listed companies regarding share transfers and corporate governance

Market Abuse Regulation: Regulations concerning inside information and trading restrictions for share transfers

Data Protection Act 2018 and UK GDPR: Requirements for handling personal data and privacy considerations during the share transfer process

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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