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Share Cancellation Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Cancellation Agreement

"I need a Share Cancellation Agreement for cancelling 10,000 ordinary shares held by a departing founder, with completion scheduled for March 2025 and payment of consideration in two installments."

What is a Share Cancellation Agreement?

A Share Cancellation Agreement is used when a company wishes to reduce its share capital by cancelling existing shares. This document, governed by English and Welsh law, is essential for companies undertaking share capital reorganizations, buy-backs, or implementing employee share schemes. The agreement details the specific shares to be cancelled, consideration (if any), timing, and ensures compliance with statutory requirements under the Companies Act 2006. It's particularly important for maintaining accurate corporate records and managing shareholder relationships while ensuring proper corporate governance.

What sections should be included in a Share Cancellation Agreement?

1. Parties: Details of the company and shareholders involved in the share cancellation

2. Background: Context of the share cancellation, including current shareholding structure and reasons for cancellation

3. Definitions: Key terms used throughout the agreement including Share Capital, Completion Date, and Consideration

4. Share Cancellation: Core terms detailing the shares to be cancelled, including number, class and nominal value

5. Consideration: Details of any payment or compensation for the cancelled shares, including amount and payment terms

6. Completion: Timing and mechanics of the cancellation process, including conditions precedent and filing requirements

7. Company Undertakings: Company's obligations regarding the share cancellation process and required corporate actions

8. Governing Law and Jurisdiction: Confirmation that the agreement is governed by English and Welsh law and courts

What sections are optional to include in a Share Cancellation Agreement?

1. Warranties: Include when specific assurances are required about share ownership and authority to cancel

2. Tax Provisions: Include when specific tax arrangements or implications need to be documented

3. Regulatory Compliance: Include for regulated companies or when specific regulatory requirements must be met

4. Confidentiality: Include when parties wish to keep the terms of the cancellation confidential

What schedules should be included in a Share Cancellation Agreement?

1. Schedule 1 - Share Details: Detailed information about shares being cancelled including share certificates

2. Schedule 2 - Board Minutes: Copy of board resolutions approving the share cancellation

3. Schedule 3 - Shareholder Resolutions: Special resolutions required for the share cancellation

4. Schedule 4 - Companies House Forms: Required statutory forms for filing the share cancellation

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

Relevant legal definitions





















Clauses






















Industries

Companies Act 2006 - Share Capital Provisions: Part 17 of the Companies Act 2006, focusing on company's share capital, including sections 658-659 on reduction of share capital, sections 684-689 on purchase of own shares, and section 641 on modes of reducing share capital

Corporation Tax Act 2010: Tax implications and considerations related to share cancellation, including potential tax liabilities and relief provisions

Financial Services and Markets Act 2000: Regulatory framework applicable when the company is regulated or listed, governing financial services and markets in the UK

UK Listing Rules: Regulations applicable to listed companies, including requirements for share capital changes and shareholder approvals

Companies House Requirements: Filing requirements and procedures for registering share cancellation with the UK company registry

Articles of Association: Company's constitutional document that may contain specific provisions regarding share cancellation and capital reduction

Shareholders' Agreements: Any existing agreements between shareholders that may affect or restrict share cancellation procedures

Corporate Governance Requirements: General corporate governance principles and best practices applicable to share capital changes

Directors' Duties: Statutory duties of directors under Companies Act 2006 when implementing share cancellation, including duty to promote success of company

Insolvency Considerations: Legal requirement to ensure company remains solvent after share cancellation, including necessary solvency statements

Stamp Duty Implications: Potential stamp duty consequences and tax considerations arising from share cancellation

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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