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Share Contribution Agreement

Share Contribution Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for the contribution of 10,000 ordinary shares in TechStart Limited to NewCo Holdings Limited, with completion scheduled for March 15, 2025, including standard warranties and Irish law tax provisions."

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Document background
A Share Contribution Agreement is a crucial document used in Irish corporate transactions where shares are being contributed either as part of a group reorganization, investment structure, or corporate restructuring. The agreement is essential for documenting the terms of the contribution, ensuring compliance with Irish company law requirements, and establishing clear rights and obligations of all parties involved. It typically includes detailed provisions about the shares being contributed, conditions precedent, completion mechanics, warranties, and tax implications. The document must comply with Irish law, particularly the Companies Act 2014, and address stamp duty considerations. It's commonly used in scenarios such as corporate group restructuring, establishment of joint ventures, or investment arrangements where shares are being contributed rather than purchased for cash consideration.
Suggested Sections

1. Parties: Identification of the Contributor(s) and the Recipient Company

2. Background: Context of the share contribution, including details of the shares being contributed and the purpose of the contribution

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Agreement to Contribute: Core agreement covering the contribution of shares and any consideration

5. Conditions Precedent: Prerequisites that must be satisfied before the contribution can complete

6. Completion: Mechanics and timing of the completion, including actions required at completion

7. Warranties and Representations: Standard warranties from both contributor and recipient regarding capacity, ownership, and authority

8. Tax Matters: Provisions dealing with tax implications, including stamp duty and capital gains tax

9. Further Assurance: Obligation to execute further documents and take additional steps if needed

10. Notices: Process for serving notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Consideration: Required if the contribution is in exchange for specific consideration rather than a straight contribution

2. Non-Competition Obligations: Include when the contributor needs to be restricted from competing post-contribution

3. Confidentiality: Include when specific confidentiality obligations are required beyond standard implied duties

4. Tag-Along Rights: Include when other shareholders should have the right to join in future share transfers

5. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in future share transfers

6. Pre-emption Rights: Include when existing shareholders should have first right of refusal on future share transfers

7. Post-Completion Covenants: Include when specific actions are required after completion

Suggested Schedules

1. Details of the Shares: Detailed description of the shares being contributed, including share certificates numbers and shareholding history

2. Completion Requirements: Detailed list of documents and actions required at completion

3. Form of Stock Transfer Form: Template stock transfer form to be used for the contribution

4. Warranties: Detailed warranties given by the contributor regarding the shares and the company

5. Corporate Authorizations: Copies of relevant board and shareholder resolutions

6. Existing Shareholders' Rights: Summary of any existing shareholders' rights that may affect the contribution

7. Tax Schedule: Detailed provisions regarding tax treatments and obligations

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Corporate Services

Legal Services

Investment Management

Private Equity

Banking

Professional Services

Technology

Real Estate

Manufacturing

Healthcare

Retail

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretarial

Tax

Compliance

Corporate Development

Investment

Treasury

Risk Management

Corporate Governance

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Financial Director

Corporate Director

Investment Manager

Tax Director

Compliance Officer

Managing Director

Chief Executive Officer

Legal Director

Corporate Finance Manager

Investment Director

Transaction Manager

Industries







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

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