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Company Share Agreement for the United States

Company Share Agreement Template for United States

A Company Share Agreement is a legally binding document used in the United States that governs the sale and transfer of company shares between parties. It outlines the terms and conditions of the share transfer, including price, payment terms, representations and warranties, and any conditions precedent. The agreement ensures compliance with federal securities laws and state-specific regulations while protecting the interests of all parties involved in the transaction.

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Company Share Agreement

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What is a Company Share Agreement?

The Company Share Agreement serves as a crucial document in corporate transactions where ownership stakes are being transferred. This agreement is particularly important in the United States where securities transfers are subject to both federal and state regulations. It provides a comprehensive framework for share transfers, including essential elements such as share valuation, payment mechanisms, and shareholder rights. The agreement helps ensure compliance with SEC requirements and state-specific securities laws while protecting both buyers' and sellers' interests through appropriate warranties and representations.

What sections should be included in a Company Share Agreement?

1. Parties: Identification of all parties involved in the share agreement, including full legal names and addresses

2. Background/Recitals: Context of the agreement, including company details and purpose of the share transfer

3. Definitions: Key terms used throughout the agreement

4. Share Details: Specific details of shares being transferred, including class, number, and price

5. Payment Terms: Terms and conditions of payment for the shares

6. Completion: Process and requirements for completing the share transfer

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Company Share Agreement?

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their shares

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of the company

3. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to external parties

4. Non-compete Clauses: Restrictions on competitive activities for selling shareholders

What schedules should be included in a Company Share Agreement?

1. Schedule 1 - Share Certificate: Copy of the share certificate(s) being transferred

2. Schedule 2 - Company Information: Details of the company including certificate of incorporation and articles of association

3. Schedule 3 - Shareholder Resolutions: Any relevant shareholder resolutions approving the transfer

4. Schedule 4 - Due Diligence Reports: Results of any due diligence investigations

5. Schedule 5 - Disclosure Letter: Disclosures against warranties given in the main agreement

6. Schedule 6 - Board Minutes: Minutes approving the share transfer

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

Jurisdiction

United States

Cost

Free to use
Clauses





























Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Regulation D for private placements

Blue Sky Laws: State-specific securities regulations including state registration requirements and disclosure requirements

Corporate Law: Including Delaware General Corporation Law, state-specific corporation laws, and Model Business Corporation Act provisions

Tax Laws: Federal Internal Revenue Code, state tax regulations, and securities taxation provisions affecting share agreements

Corporate Governance: Regulations including Sarbanes-Oxley Act for public companies, stock exchange rules, and state-specific corporate governance requirements

Contract Law: State contract laws and Uniform Commercial Code (UCC) provisions governing contractual relationships

Employment Law: ERISA and IRC Section 409A regulations, particularly relevant when shares are part of employee compensation

Antitrust Laws: Hart-Scott-Rodino Act, Clayton Act, and Sherman Act provisions affecting share ownership and transfer

Foreign Investment Laws: CFIUS regulations and FIRRMA provisions governing foreign investment in US companies and share ownership

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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