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Transfer Of Shares Agreement

Transfer Of Shares Agreement Template for Ireland

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Key Requirements PROMPT example:

Transfer Of Shares Agreement

"I need a Transfer of Shares Agreement for the sale of 10,000 ordinary shares in my Irish tech startup to a venture capital investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

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Document background
A Transfer of Shares Agreement is a fundamental document used when transferring ownership of shares in an Irish company from one party to another. This agreement is essential for documenting the terms and conditions of the share transfer, ensuring compliance with Irish company law, and protecting the interests of all parties involved. The document includes crucial details such as the number and class of shares being transferred, purchase price, payment terms, warranties, and completion requirements. It's particularly important in Ireland where share transfers must comply with the Companies Act 2014 and other relevant legislation, including stamp duty and tax regulations. The agreement can be used for both simple transfers between existing shareholders and more complex transactions involving new investors or corporate restructuring.
Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Buyer(s) of the shares

2. Background: Sets out the context of the transfer, including details of the Company and the Seller's ownership of the shares

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core terms of the transfer including the number and class of shares being transferred

5. Consideration: Details of the purchase price and payment terms

6. Completion: Specifies the completion date, location, and actions required at completion

7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of the shares

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

9. Tax Covenant: Provisions dealing with tax liabilities and indemnities

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for serving formal notices under the agreement

12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals

2. Pre-Completion Obligations: Include when there will be a gap between signing and completion requiring specific conduct requirements

3. Non-Competition Covenants: Added when the seller needs to be restricted from competing post-completion

4. Drag Along/Tag Along Rights: Include when there are multiple shareholders and specific share transfer rights need to be addressed

5. Power of Attorney: Used when additional authority is needed to execute share transfer formalities

6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

7. Employee Matters: Required when the transfer impacts employment arrangements or employee share schemes

Suggested Schedules

1. Details of the Company: Complete corporate information including registration number, registered office, directors, and share capital structure

2. Details of the Sale Shares: Specific information about the shares being transferred including share certificate numbers and class rights

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

4. Warranties: Detailed warranties given by the Seller regarding the Company and the Shares

5. Share Transfer Form: Pro forma share transfer form to be executed at completion

6. Board Resolutions: Pro forma board resolutions approving the share transfer

7. Existing Encumbrances: List of any existing charges or encumbrances affecting the shares

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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Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Governance

Mergers & Acquisitions

Business Development

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Financial Director

Managing Director

Board Member

Compliance Officer

Investment Manager

Corporate Governance Officer

Shareholder

Tax Director

M&A Director

Business Development Director

Industries







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

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