The Agreement For Sale Of Shares To Another Shareholder is a crucial document used when an existing shareholder wishes to sell their shares to another shareholder within the same company under Philippine law. This type of agreement is commonly used in closely-held corporations where shares are not publicly traded and must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant Philippine regulations. The document typically includes detailed provisions on share valuation, payment terms, warranties about share ownership and company status, and necessary corporate approvals. It's particularly important in ensuring transparent and legally compliant internal share transfers while maintaining proper corporate governance and protecting both parties' interests under Philippine jurisdiction.
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1. Parties: Identification of the Seller and Buyer shareholders, including their full legal names, addresses, and tax identification numbers
2. Background: Context of the transaction, including details about the company whose shares are being sold and the existing shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Completion: Details of when and how the transfer will be completed, including signing and delivery of documents
6. Payment Terms: Method, timing, and currency of payment, including any installment arrangements
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Buyer's Warranties: Warranties regarding capacity to purchase and compliance with laws
9. Pre-Completion Obligations: Actions required before completion, including corporate approvals and notifications
10. Confidentiality: Obligations to keep the transaction and company information confidential
11. Costs: Allocation of transaction costs, including taxes and professional fees
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Security for Payment: Include when payment is in installments or deferred, specifying any security arrangements
2. Tag-Along Rights: Include when other shareholders should have the right to join the sale on same terms
3. Non-Competition: Include when the seller should be restricted from competing with the company post-sale
4. Board Resignation: Include when the selling shareholder is also a director who will resign
5. Shareholder Loans: Include when there are outstanding shareholder loans to be addressed
6. Tax Indemnity: Include when specific tax risks need to be allocated between parties
7. Foreign Exchange Provisions: Include when payment involves foreign currency transactions
1. Share Details: Details of the shares being sold including share certificate numbers and class of shares
2. Company Information: Key details about the company including corporate documents and financial statements
3. Completion Requirements: Checklist of documents and actions required for completion
4. Existing Encumbrances: List of any existing encumbrances on the shares
5. Corporate Approvals: Copies of required board resolutions and shareholder approvals
6. Warranties: Detailed list of warranties given by the seller regarding the shares and company
7. Payment Schedule: If payment is in installments, detailed payment schedule with dates and amounts
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