The Deed of Sale of Shares of Stocks is a crucial legal instrument in Philippine corporate practice, used whenever there is a transfer of share ownership in a corporation. This document is essential for documenting share transfers in compliance with the Revised Corporation Code of the Philippines and other relevant laws. It is commonly used in various scenarios including business acquisitions, corporate restructuring, investment transactions, and succession planning. The deed must be carefully drafted to include all necessary elements such as party details, share specifics, purchase price, warranties, and tax provisions. It requires proper execution and notarization under Philippine law, and may need additional corporate approvals depending on the corporation's by-laws and articles of incorporation. The document also serves as proof of ownership transfer for updating the corporation's stock and transfer book and for tax compliance purposes.
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1. Parties: Identification of the Seller(s) and Buyer(s) with complete details including name, address, tax identification number, and citizenship
2. Background: Context of the transaction, including details about the corporation whose shares are being sold and the current ownership structure
3. Definitions: Definition of key terms used throughout the deed including 'Shares', 'Completion Date', 'Purchase Price', etc.
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: Specifies the agreed price per share and total consideration, payment terms, and payment method
6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, absence of encumbrances, and validity of shares
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity to complete the transaction
9. Tax Provisions: Responsibilities for payment of capital gains tax, documentary stamp tax, and other applicable taxes
10. Corporate Approvals: Confirmation of necessary corporate approvals and compliance with transfer restrictions
11. Governing Law: Specification of Philippine law as governing law and jurisdiction for disputes
12. Execution: Formal execution clause and signature blocks
1. Right of First Refusal Waiver: Required if the corporation's by-laws or articles contain right of first refusal provisions
2. Spousal Consent: Required if seller is married and shares are conjugal property
3. Board Resolution: Required if either party is a corporation or requires board approval
4. Non-Competition: Optional clause preventing seller from competing with the corporation post-sale
5. Confidentiality: Optional provisions regarding confidentiality of transaction terms
6. Break Fee: Optional clause specifying penalties if either party fails to complete the transaction
7. Earn-out Provisions: Optional if part of purchase price is contingent on future performance
1. Schedule 1 - Share Details: Details of shares including certificate numbers, class, and distinctive numbers
2. Schedule 2 - Payment Terms: Detailed payment schedule if payment is to be made in installments
3. Schedule 3 - Corporate Information: Key corporate information including articles, by-laws, and financial statements
4. Schedule 4 - Encumbrances: List of any existing encumbrances or restrictions on the shares
5. Appendix A - Share Certificates: Copies of relevant share certificates
6. Appendix B - Corporate Approvals: Copies of board resolutions, shareholders' resolutions, or other approvals
7. Appendix C - Tax Clearances: Relevant tax clearances or certificates
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Telecommunications
Construction
Agriculture
Mining
Transportation
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Tax
Treasury
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Board Secretariat
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Mergers & Acquisitions Director
Business Development Manager
Finance Director
Tax Manager
Compliance Officer
Company Director
Board Member
Investment Banker
Securities Lawyer
Corporate Governance Officer
Risk Manager
Treasury Manager
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