A Cross Purchase Agreement is essential for businesses in the Philippines with multiple owners who want to ensure smooth ownership transitions and business continuity. This agreement, governed by Philippine law including the Civil Code and Corporation Code, is typically used when business partners want to maintain control over who owns the business and prevent unwanted third parties from acquiring ownership interests. It becomes particularly important in closely-held corporations and partnerships where maintaining control among existing owners is crucial. The agreement details the circumstances triggering a purchase obligation (such as death, disability, or retirement), establishes valuation methods compliant with Philippine accounting standards, and specifies funding mechanisms often through life insurance policies. The document must comply with Philippine legal requirements for contract formation, corporate governance, and tax implications of share transfers.
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1. Parties: Identifies all business owners/shareholders who are parties to the agreement
2. Background: Describes the business structure, current ownership, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase Obligation: Core section establishing the obligation to purchase shares upon triggering events
5. Triggering Events: Defines events that trigger the purchase obligation (death, disability, retirement, etc.)
6. Purchase Price: Establishes the method for determining the purchase price of shares
7. Payment Terms: Specifies how and when payment for shares will be made
8. Funding Mechanism: Details how the purchase will be funded (e.g., insurance, installments)
9. Transfer Procedure: Steps for executing the transfer of shares
10. Representations and Warranties: Standard declarations by all parties about their capacity and authority
11. Restrictive Covenants: Limitations on transfer of shares outside the agreement
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including governing law, notices, amendments
1. Life Insurance Provisions: Detailed terms regarding life insurance policies when used as funding mechanism
2. Disability Provisions: Specific terms for handling disability-triggered purchases
3. Spousal Consent: Required when married shareholders need spousal approval under Philippine law
4. Right of First Refusal: Additional provisions for voluntary sales outside triggering events
5. Dispute Resolution: Specific arbitration or mediation procedures if desired instead of court litigation
6. Tag-Along Rights: Rights of minority shareholders to join in certain share sales
7. Drag-Along Rights: Rights of majority shareholders to force minority participation in sales
1. Schedule A - Current Shareholdings: Details of current share ownership and percentages
2. Schedule B - Valuation Method: Detailed methodology for calculating share value
3. Schedule C - Insurance Policies: Details of life insurance policies funding the agreement
4. Schedule D - Company Information: Key company details including registration numbers and address
5. Appendix 1 - Share Transfer Form: Template form for executing share transfers
6. Appendix 2 - Purchase Notice: Template notice for initiating purchase process
7. Appendix 3 - Calculation Examples: Examples illustrating the valuation method
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Construction
Financial Services
Agriculture
Food and Beverage
Transportation
Energy
Mining
Education
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Tax
Compliance
Risk Management
Corporate Planning
Executive Leadership
Board of Directors
Business Development
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Chief Financial Officer
Company Secretary
Board Member
Managing Partner
Finance Director
Legal Counsel
Tax Director
Risk Manager
Compliance Officer
Business Development Director
Corporate Planning Manager
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