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Business Shares Agreement Template for Philippines

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Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the sale of 60% shareholding in my technology company to a foreign investor, with completion scheduled for March 2025, including earn-out provisions and compliance with Philippine foreign ownership restrictions."

Document background
The Business Shares Agreement is a crucial document used in Philippine corporate transactions when transferring ownership of shares in a company. It is essential for both private and public companies operating under Philippine jurisdiction, requiring compliance with the Revised Corporation Code, Securities Regulation Code, and other relevant legislation. This agreement is typically used during business acquisitions, corporate restructuring, or investment transactions, providing a legally binding framework for the transfer of shares. The document encompasses critical elements such as share valuation, payment mechanisms, warranties, and regulatory compliance requirements. It must address specific Philippine legal considerations, including foreign ownership restrictions where applicable, tax implications, and necessary regulatory approvals. The agreement serves as a comprehensive record of the transaction terms while protecting all parties' interests through clearly defined rights and obligations.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) of the shares, including complete legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Details of the shares being sold, including class, number, and percentage of total shareholding

5. Purchase Price: Specification of the purchase price, payment terms, and payment method

6. Completion: Details of the completion process, including timing, location, and actions required from each party

7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company-related representations

8. Buyer's Representations and Warranties: Warranties regarding capacity to purchase and compliance with laws

9. Pre-Completion Obligations: Actions required between signing and completion, including conduct of business requirements

10. Confidentiality: Obligations regarding confidential information and announcement restrictions

11. Tax Matters: Allocation of tax liabilities and responsibilities for tax filings

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Earn-Out Provisions: Used when part of the purchase price is contingent on future performance

2. Tag-Along Rights: Include when minority shareholders need protection in future share sales

3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

4. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing or soliciting employees/customers

5. Board Composition: Include when the transaction affects board representation rights

6. Shareholder Loans: Include when existing shareholder loans need to be addressed

7. Foreign Ownership Compliance: Include when foreign buyers are involved to ensure compliance with Philippine foreign ownership restrictions

8. Special Voting Rights: Include when certain matters require special voting arrangements

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being transferred, including share certificates and shareholder history

2. Schedule 2 - Company Information: Key details about the company, including corporate information, licenses, and material contracts

3. Schedule 3 - Warranties: Detailed warranties about the company's business, assets, and liabilities

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

5. Schedule 5 - Existing Encumbrances: List of any existing encumbrances on the shares

6. Schedule 6 - Purchase Price Calculation: Detailed calculation of the purchase price, including any adjustments

7. Appendix A - Board Resolutions: Required board resolutions approving the share transfer

8. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or filings

Authors

Alex Denne

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

Relevant legal definitions




















































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Professional Services

Healthcare

Energy

Transportation

Construction

Agriculture

Telecommunications

Mining

Education

Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Development

Mergers & Acquisitions

Investment

Business Development

Corporate Governance

Risk Management

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Director

Investment Manager

Business Development Manager

Mergers & Acquisitions Manager

Finance Director

Compliance Officer

Tax Manager

Corporate Governance Officer

Share Registry Manager

Investment Banker

Business Owner

Managing Partner

Corporate Advisor

Industries






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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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