The Sales Of Shares Agreement is a crucial document used in Philippine corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, requiring careful consideration of Philippine corporate law, securities regulations, and tax implications. This document becomes necessary when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition transactions, or for investment purposes. The agreement must comply with the Philippine Revised Corporation Code, Securities Regulation Code, and other relevant regulations, particularly regarding foreign ownership restrictions if applicable. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, indemnities, and conditions precedent, while also addressing specific Philippine requirements such as documentary stamp tax obligations and securities transfer procedures.
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1. Parties: Identification of the seller(s) and buyer(s) with complete details as required under Philippine law
2. Background: Context of the transaction, including details about the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Completion: Details of the completion process, timing, and mechanics of transfer
7. Seller's Warranties: Warranties regarding the seller's capacity, share ownership, and company's condition
8. Buyer's Warranties: Warranties regarding the buyer's capacity and ability to complete the purchase
9. Tax Matters: Allocation of tax liabilities and responsibilities for tax compliance
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Provisions regarding public announcements about the transaction
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Seller Financing: Include when payment terms involve installments or vendor financing
2. Security Arrangements: Include when there are share pledges or other security arrangements
3. Non-Competition: Include when the seller needs to be restricted from competing
4. Employee Matters: Include when there are specific arrangements regarding key employees
5. Intellectual Property: Include when IP rights are significant to the transaction
6. Related Party Contracts: Include when dealing with existing related party arrangements
7. Foreign Investment Compliance: Include when the buyer is foreign or when foreign ownership restrictions apply
8. Break Fee: Include when parties agree to compensation if the deal fails under certain circumstances
1. Share Details: Details of the shares being sold including share certificates and transfer history
2. Company Information: Key corporate information including assets, liabilities, and material contracts
3. Warranties: Detailed warranties and representations about the company and its business
4. Encumbrances: List of any existing encumbrances on the shares
5. Required Consents: List of third-party and regulatory consents required
6. Completion Requirements: Detailed checklist of completion deliverables and requirements
7. Disclosure Schedule: Exceptions and qualifications to the warranties
8. Corporate Documents: Key corporate documents including articles, bylaws, and board resolutions
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