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Deed Of Sale Of Shares Of Stock for Philippines

Deed Of Sale Of Shares Of Stock Template for Philippines

A Deed of Sale of Shares of Stock is a formal legal document used in the Philippines to transfer ownership of shares from one party to another. This document is governed by Philippine law, particularly the Revised Corporation Code and Securities Regulation Code, and requires strict compliance with local corporate and securities regulations. It details the terms and conditions of the share transfer, including the purchase price, warranties, and tax obligations, while ensuring all necessary corporate approvals and regulatory requirements are met. The document typically requires notarization and registration with relevant authorities to be legally effective in the Philippine jurisdiction.

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What is a Deed Of Sale Of Shares Of Stock?

The Deed of Sale of Shares of Stock is a crucial document in Philippine corporate transactions, used whenever there is a transfer of ownership of shares in a corporation. This document is essential for both private and public companies operating under Philippine jurisdiction, ensuring compliance with the Revised Corporation Code, Securities Regulation Code, and other relevant regulations. It is typically used in various scenarios including business acquisitions, corporate restructuring, investment transactions, and succession planning. The deed must contain specific provisions required by Philippine law, including detailed information about the shares being transferred, representations and warranties, tax provisions, and necessary corporate approvals. As a formal legal instrument, it serves as conclusive evidence of the share transfer and must be properly executed, notarized, and registered with appropriate authorities to be legally effective.

What sections should be included in a Deed Of Sale Of Shares Of Stock?

1. Parties: Identification of the Seller(s) and Buyer(s) with complete details including names, addresses, and tax identification numbers

2. Background: Context of the transaction, including details about the corporation whose shares are being sold and the current ownership structure

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

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Specification of the purchase price, payment terms, and method of payment

6. Completion: Details of when and how the transfer will be completed, including signing and delivery of share certificates

7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Buyer's Representations and Warranties: Warranties regarding capacity to purchase and compliance with laws

9. Tax Provisions: Allocation of responsibility for capital gains tax, documentary stamp tax, and other applicable taxes

10. Governing Law: Specification of Philippine law as governing law and jurisdiction

11. Execution: Formal execution block including notarization requirements

What sections are optional to include in a Deed Of Sale Of Shares Of Stock?

1. Corporate Approvals: Required when the corporation's articles of incorporation or by-laws contain restrictions on share transfers

2. Right of First Refusal Waiver: Needed when other shareholders have waived their right of first refusal

3. Escrow Arrangements: Used when payment or share transfer is to be handled through an escrow agent

4. Non-Competition: Included when the seller is restricted from competing post-sale

5. Confidentiality: Added when parties need to maintain confidentiality about the transaction

6. Further Assurance: Optional clause for additional actions required to perfect the transfer

7. Survival of Representations: Specifies which representations and warranties survive completion

What schedules should be included in a Deed Of Sale Of Shares Of Stock?

1. Schedule 1 - Share Details: Detailed description of shares being transferred, including share certificate numbers and dates of issuance

2. Schedule 2 - Company Information: Key details about the corporation including registration number, registered address, and capitalization

3. Schedule 3 - Payment Terms: Detailed payment schedule if payment is to be made in installments

4. Schedule 4 - Corporate Approvals: Copies of board resolutions, shareholders' resolutions, and other corporate approvals

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

6. Appendix A - Share Certificates: Copies of relevant share certificates

7. Appendix B - Tax Clearances: Copies of tax clearances and certificates of registration from relevant authorities

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
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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Agriculture

Mining

Construction

Education

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Mergers & Acquisitions

Investment

Risk Management

Business Development

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Corporate Lawyer

Investment Manager

Business Development Director

Financial Controller

Risk Manager

Company Director

Board Member

Mergers & Acquisitions Manager

Investment Banker

Stock Transfer Agent

Corporate Governance Officer

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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