The Asset For Share Agreement is a crucial document used in Philippine corporate transactions where assets are transferred to a corporation in exchange for shares, commonly utilized in business restructuring, corporate reorganizations, or investment scenarios. This agreement must comply with various Philippine laws including the Corporation Code, Securities Regulation Code, and tax regulations administered by the Bureau of Internal Revenue. The document typically includes detailed descriptions of the assets being transferred, share valuation methods, tax considerations, and regulatory compliance requirements. It's particularly important in scenarios where businesses are incorporating assets into a corporate structure, during business expansion, or when converting sole proprietorships into corporations. The agreement must be carefully structured to ensure it meets all legal requirements while protecting the interests of both the asset transferor and the issuing corporation.
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1. Parties: Identification of the asset owner(s) and the issuing corporation, including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the assets and purpose of the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Transfer: Core agreement clause detailing the transfer of assets in exchange for shares
5. Description of Assets: General description of assets being transferred with reference to detailed schedule
6. Consideration: Details of shares to be issued, including number, class, and value
7. Completion: Timing and mechanics of the transfer, including completion date and delivery requirements
8. Representations and Warranties: Standard warranties regarding ownership, condition of assets, and authority to transfer
9. Tax Provisions: Allocation of tax liabilities and responsibilities for filing requirements
10. Conditions Precedent: Conditions that must be satisfied before completion
11. Covenants: Ongoing obligations of both parties
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction
13. Execution: Signature blocks and execution formalities
1. Regulatory Compliance: Required when the transfer involves regulated assets or industries
2. Foreign Ownership Provisions: Required when any party is foreign-owned or when dealing with nationality-restricted assets
3. Security Provisions: Used when additional security is required for the performance of obligations
4. Non-Competition: Include when transferor needs to be restricted from competing post-transfer
5. Employment Provisions: Required when the transfer includes employees or affects employment relationships
6. Intellectual Property: Include when the assets include IP rights requiring special treatment
7. Environmental Matters: Required when assets include land or operations with environmental implications
8. Third Party Consents: Include when transfers require specific third party approvals
1. Schedule of Assets: Detailed inventory and description of all assets being transferred
2. Share Details: Specific details of shares to be issued, including rights and restrictions
3. Contracts Schedule: List of contracts included in the transfer
4. Property Schedule: Detailed description of any real property included in the transfer
5. Intellectual Property Schedule: Detailed list of IP rights included in the transfer
6. Encumbrances: List of any existing encumbrances on the assets
7. Completion Requirements: Checklist of documents and actions required for completion
8. Required Consents: List of required regulatory and third-party consents
9. Warranties: Detailed warranties specific to particular assets
10. Tax Computations: Details of tax calculations and provisions
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