The Cross Purchase Buy Sell Agreement serves as a critical business succession planning tool in the Philippine business environment, particularly relevant for closely-held companies, family businesses, and professional partnerships. This agreement becomes essential when business owners want to maintain control over ownership transitions while ensuring business continuity. The document addresses unique aspects of Philippine law, including conjugal property considerations, foreign ownership limitations, and local tax implications. It typically includes detailed provisions for valuation mechanisms, funding arrangements (often through life insurance), trigger events, and payment terms. The agreement helps prevent potential disputes and ensures compliance with Philippine corporate and securities regulations while protecting both the departing owner's interests and the company's stability.
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1. Parties: Identification of all shareholders/business owners entering into the agreement
2. Background: Context of the business, existing ownership structure, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Philippine legal terminology
4. Purchase and Sale Obligations: Core obligations of each owner to sell and other owners to buy under triggered circumstances
5. Trigger Events: Specific events activating the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of shares/interest
7. Payment Terms: Structure and timing of payments for purchased shares
8. Funding Mechanism: Details of insurance policies or other funding sources for purchase obligations
9. Transfer Restrictions: Limitations on transfer of shares outside the agreement framework
10. Rights and Obligations: Ongoing responsibilities of parties while agreement is in effect
11. Tax Provisions: Allocation of tax responsibilities and structured compliance with Philippine tax laws
12. Representations and Warranties: Standard declarations about authority, ownership, and compliance
13. Governing Law and Jurisdiction: Specification of Philippine law governance and jurisdiction
14. Termination: Circumstances and process for terminating the agreement
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Spousal Consent: Required when parties are married under Philippine law to comply with conjugal property rules
2. Disability Provisions: Detailed provisions for handling permanent disability of shareholders
3. Competition Restrictions: Non-compete and non-solicitation provisions for departing shareholders
4. Tag-Along Rights: Rights of minority shareholders to join in sale transactions
5. Dispute Resolution: Alternative dispute resolution procedures before court litigation
6. Foreign Ownership Compliance: Required when any party is non-Filipino to ensure compliance with foreign ownership restrictions
7. Business Continuation: Procedures for business operations during transfer periods
8. Right of First Refusal: Additional protection for existing owners regarding third-party offers
1. Schedule A - Current Ownership Structure: Details of current shareholdings and ownership percentages
2. Schedule B - Insurance Policies: List of insurance policies funding the agreement, including policy numbers and amounts
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Transfer Notice Form: Standard form for initiating transfer process
5. Schedule E - Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix 1 - Company Information: Corporate documents and registration details
7. Appendix 2 - Specimen Board Resolutions: Template resolutions for implementing agreement provisions
8. Appendix 3 - Required Regulatory Approvals: List of necessary government approvals for share transfers
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Construction
Food and Beverage
Agriculture
Financial Services
Family Businesses
Small and Medium Enterprises
Professional Practices
Consulting Firms
Relevant Teams
Legal
Corporate Secretariat
Executive Leadership
Finance
Risk Management
Compliance
Corporate Governance
Business Development
Strategy
Family Office
Relevant Roles
Business Owner
Chief Executive Officer
Managing Director
Company Director
Partner
Corporate Secretary
Chief Financial Officer
General Counsel
Business Development Manager
Succession Planning Advisor
Corporate Lawyer
Risk Manager
Family Business Advisor
Managing Partner
Shareholder Representative
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