A Share Purchase Agreement Between Two Individuals is a crucial legal document used in the Philippines when one individual wishes to sell their shares in a company to another individual. This document is essential for privately held companies where shares are not traded on public markets. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. The agreement typically includes detailed provisions on share transfer procedures, payment terms, warranties about share ownership and authority to sell, tax responsibilities, and completion requirements. It's particularly important for ensuring clear documentation of ownership transfer, protecting both parties' interests, and maintaining compliance with Philippine corporate and securities laws. The document should be notarized to provide additional legal certainty and facilitate recording in corporate books.
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1. Parties: Identifies the Seller and Buyer with their complete legal names and addresses
2. Background: Describes the context of the transaction, including details of the company whose shares are being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core provision describing the sale and purchase of shares, including the number and class of shares
5. Purchase Price: Specifies the amount and currency of the purchase price
6. Payment Terms: Details how and when the purchase price will be paid
7. Completion: Specifies the completion (closing) date and mechanics for the transfer
8. Seller's Warranties: Standard warranties from the seller regarding ownership, authority, and share status
9. Buyer's Warranties: Basic warranties from the buyer regarding authority and ability to pay
10. Tax Matters: Addresses responsibility for taxes arising from the transaction
11. Confidentiality: Obligations to keep the transaction and its terms confidential
12. Notices: Specifies how formal notices under the agreement should be given
13. Governing Law: Confirms Philippine law as governing law and jurisdiction
14. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Security for Payment: Include when payment is not made in full at completion
3. Non-Competition: Used when the seller needs to be restricted from competing
4. Board Resignation: Include when the seller is also resigning as a director
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Break Fee: Include when there needs to be compensation for failed completion
7. Foreign Exchange Provisions: Used when payment is in foreign currency
8. Related Party Contracts: Include when dealing with existing contracts between seller and company
1. Share Details: Details of the shares being sold including share certificate numbers
2. Company Information: Key details about the company including corporate documents
3. Warranties: Detailed warranties if too extensive for main agreement
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Authority: Copies of corporate approvals required for the transfer
7. Tax Clearances: Relevant tax clearances and certificates
8. Existing Charges: Details of any charges or liens over the shares
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