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Company Share Agreement for Philippines

Company Share Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the transfer of company shares between parties. This agreement outlines the terms and conditions of the share transfer, including purchase price, payment terms, representations and warranties, and completion requirements. It ensures compliance with the Revised Corporation Code of the Philippines and other relevant legislation, while protecting the interests of all parties involved. The document includes necessary provisions for regulatory compliance, transfer restrictions, and shareholder rights, adapted to the specific requirements of Philippine corporate law and practice.

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Company Share Agreement

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What is a Company Share Agreement?

The Company Share Agreement is a crucial document used in Philippine corporate transactions when transferring ownership of company shares between parties. This agreement is essential for both private and public companies operating under Philippine jurisdiction, requiring strict adherence to the Revised Corporation Code of the Philippines and the Securities Regulation Code. The document is typically employed during business acquisitions, corporate restructuring, or investment transactions, and must account for specific Philippine regulatory requirements such as foreign ownership restrictions and mandatory governmental approvals. The agreement includes detailed provisions on share valuation, payment mechanisms, warranties, and post-completion obligations, while ensuring compliance with local corporate governance standards and anti-money laundering regulations.

What sections should be included in a Company Share Agreement?

1. Parties: Identification of all parties involved in the agreement, including the company, seller(s), and purchaser(s)

2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction details including number of shares, class of shares, and price per share

5. Consideration and Payment Terms: Details of purchase price, payment method, and payment schedule

6. Completion: Conditions precedent, completion mechanics, and timing of the transfer

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

8. Covenants: Pre and post-completion obligations of the parties

9. Transfer Restrictions: Limitations on future transfer of shares and right of first refusal provisions

10. Termination: Circumstances under which the agreement can be terminated

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

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

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale of shares by majority shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Earn-Out Provisions: Used when part of the purchase price is contingent on future performance metrics

4. Non-Competition: Restrictions on seller's future business activities, if relevant

5. Management Provisions: Required when the agreement includes terms about future management of the company

6. Share Retention Requirements: Used when there are specific requirements for minimum holding periods

7. Director Appointment Rights: Included when the agreement grants rights to appoint directors

8. Dividend Rights: Special provisions regarding dividend distributions, if any

What schedules should be included in a Company Share Agreement?

1. Schedule 1 - Share Details: Detailed information about the shares being transferred, including share certificates numbers and shareholding history

2. Schedule 2 - Company Information: Key details about the company including corporate documents, licenses, and material contracts

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares

6. Schedule 6 - Corporate Structure: Pre and post-completion corporate structure diagrams

7. Appendix A - Board Resolutions: Relevant board resolutions approving the share transfer

8. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or filings

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions














































Clauses










































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Professional Services

Consumer Goods

Agriculture

Mining

Construction

Education

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Executive Leadership

Business Development

Mergers & Acquisitions

Corporate Governance

Investor Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Director of Business Development

Board Member

Managing Director

Shareholder Relations Manager

Finance Director

Company Director

Corporate Governance Officer

Mergers & Acquisitions Manager

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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