Shareholder Transfer Agreement

Shareholder Transfer Agreement Template for Denmark

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Document background

The Shareholder Transfer Agreement is a crucial document used in Danish corporate transactions when one party wishes to transfer their shareholding to another party. It is particularly important in private company contexts where shares are not freely tradeable on public markets. The agreement ensures compliance with Danish corporate law, particularly the Danish Companies Act (Selskabsloven), and typically includes detailed provisions about the transfer price, payment terms, warranties, and completion mechanics. It's commonly used in business succession planning, corporate restructuring, exit strategies, or when investors wish to either enter or exit a business. The document must account for specific Danish legal requirements regarding share transfers, including any pre-emption rights, board approval requirements, and registration with the Danish Business Authority (Erhvervsstyrelsen).

Suggested Sections

1. Parties: Identification of the transferor (seller), transferee (buyer), and the company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and percentage of total share capital

5. Purchase Price: Agreed price for the shares and payment terms

6. Completion: Details of when and how the transfer will be completed, including mechanics and deliverables

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Company Governance: Arrangements for company management during the transition period

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including entire agreement, variations, 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 case of future share sales

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

4. Non-Competition: Include when seller needs to be restricted from competing post-sale

5. Tax Indemnity: Include when specific tax risks need to be allocated between parties

6. Shareholders' Agreement Amendment: Include when existing shareholders' agreement needs modification

7. Employee Matters: Include when transfer affects key employee arrangements

8. Intellectual Property Rights: Include when IP ownership or licensing is material to the transaction

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificates numbers

2. Company Information: Key details about the company including corporate registration number, address, and directors

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Completion Deliverables: List of all documents and items to be delivered at completion

5. Existing Encumbrances: Details of any existing charges or encumbrances on the shares

6. Corporate Documents: Copies of relevant corporate documents including articles of association

7. Financial Statements: Recent financial statements of the company

8. Calculation of Purchase Price: Detailed breakdown of how the purchase price was calculated

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