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Partnership Share Transfer Agreement for Philippines

Partnership Share Transfer Agreement Template for Philippines

A Partnership Share Transfer Agreement under Philippine law is a legally binding document that facilitates the transfer of partnership interests from one partner (transferor) to another party (transferee). This agreement must comply with the Civil Code of the Philippines and relevant business regulations, including specific requirements for partnership interest transfers, tax obligations, and necessary governmental registrations. The document outlines the terms of transfer, purchase price, warranties, and conditions precedent while ensuring compliance with local partnership laws and regulations.

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What is a Partnership Share Transfer Agreement?

A Partnership Share Transfer Agreement is essential when a partner wishes to transfer their interest in a Philippine partnership to another party, whether an existing partner or a new entrant. This document is commonly used in situations involving partner retirement, strategic restructuring, or ownership realignment. The agreement must conform to Philippine legal requirements, particularly the Civil Code provisions on partnerships and transfer of interests. It typically includes detailed provisions on valuation, payment terms, warranties, and partner obligations, while addressing tax implications under Philippine law. The document serves as crucial evidence of the transfer for regulatory filings and future reference, making it particularly important for business record-keeping and compliance purposes.

What sections should be included in a Partnership Share Transfer Agreement?

1. Parties: Identification of the Transferor (selling partner), Transferee (buying partner), and the Partnership itself

2. Background: Recitals explaining the current partnership structure, the transferor's interest, and the intention to transfer

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

4. Agreement to Transfer: Core provision detailing the partnership interest being transferred

5. Purchase Price: Specification of the consideration and payment terms for the transfer

6. Completion: Details of when and how the transfer will be completed, including conditions precedent

7. Transferor's Warranties: Warranties regarding ownership, authority to transfer, and status of the partnership interest

8. Transferee's Warranties: Warranties from the buyer regarding authority and capacity to purchase

9. Partnership Consent: Formal documentation of the partnership's consent to the transfer as required by Philippine law

10. Tax Provisions: Allocation of responsibility for taxes arising from the transfer

11. Confidentiality: Obligations to keep the transfer and partnership information confidential

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

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Partnership Share Transfer Agreement?

1. Non-Competition: Restrictions on the transferor's future business activities, used when transferor is completely exiting the partnership

2. Regulatory Approvals: Required when the transfer needs specific regulatory clearances

3. Partner Loans: Provisions dealing with outstanding partner loans, if any exist

4. Intellectual Property Rights: Special provisions for partnerships where IP is a significant asset

5. Employee Matters: Required when the transferor has specific roles or responsibilities in the partnership that need transition

6. Outstanding Liabilities: Allocation of pre-existing liabilities, used when there are significant known liabilities

7. Security Arrangements: Required when the purchase price is paid in installments or subject to security

What schedules should be included in a Partnership Share Transfer Agreement?

1. Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Calculation of Purchase Price: Detailed breakdown of how the purchase price was calculated

3. Partnership Agreement: Copy of the current partnership agreement

4. Completion Requirements: Checklist of documents and actions required for completion

5. Partnership Assets: List of major partnership assets and their current status

6. Required Consents: List of third-party consents required for the transfer

7. Tax Clearances: Copies of necessary tax clearances and certificates

8. Transfer Instruments: Forms and documents required to effect the transfer under Philippine law

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

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions








































Clauses



































Relevant Industries

Professional Services

Real Estate

Manufacturing

Retail

Technology

Construction

Agriculture

Healthcare

Hospitality

Financial Services

Consulting

Trading

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Tax

Risk Management

Business Development

Operations

Partnership Management

Executive Leadership

Relevant Roles

Managing Partner

Partnership Manager

Legal Counsel

Corporate Secretary

Chief Financial Officer

Business Development Manager

Compliance Officer

Tax Manager

Managing Director

Finance Director

Senior Partner

Operations Manager

Risk Manager

Account Director

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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