The Share Partner Agreement is a crucial legal document used in the Philippines when establishing or formalizing business partnerships through share ownership. It is particularly relevant when partners wish to structure their business relationship with clearly defined ownership percentages, voting rights, and profit-sharing arrangements. The agreement must comply with Philippine corporate law, including the Corporation Code and Securities Regulation Code, and becomes especially important in scenarios involving multiple partners, foreign investment, or complex ownership structures. This document typically includes detailed provisions on capital contributions, management rights, share transfer restrictions, and exit mechanisms, serving as the foundational document governing the relationship between share partners throughout the business lifecycle.
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1. Parties: Identification of all parties entering into the agreement, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including brief company history and purpose of the partnership
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Details of the partnership arrangement, including share allocation and ownership structure
5. Capital Contributions: Specification of initial and ongoing capital contributions from each partner
6. Share Rights and Restrictions: Details of share classes, voting rights, and any restrictions on share transfers
7. Management and Decision Making: Governance structure, voting mechanisms, and decision-making processes
8. Profit Distribution: Methods and timing of profit distribution among partners
9. Partner Obligations: Specific duties and responsibilities of each partner
10. Term and Termination: Duration of the agreement and conditions for termination
11. Confidentiality: Provisions for handling confidential information
12. Dispute Resolution: Procedures for resolving conflicts between partners
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Non-Compete Provisions: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Intellectual Property Rights: Management of IP rights - include when the partnership involves significant IP assets
3. Death or Incapacity: Procedures in case of partner death or incapacity - important for individual partners
4. Tag-Along and Drag-Along Rights: Share transfer provisions - include for larger partnerships with multiple shareholders
5. Put and Call Options: Options for partners to buy or sell shares - include when needed for exit flexibility
6. Foreign Ownership Compliance: Specific provisions ensuring compliance with Philippine foreign ownership restrictions - include when foreign partners are involved
7. Employee Share Participation: Rules for employee share ownership - include if employees will be offered partnership shares
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership percentages
2. Schedule B - Initial Capital Contributions: Itemized list of each partner's initial capital contributions
3. Schedule C - Valuation Methodology: Agreed methods for valuing shares for various purposes
4. Schedule D - Business Plan: Initial business plan and strategic objectives
5. Schedule E - Partner Details: Detailed information about each partner, including contact information and representatives
6. Appendix 1 - Shareholder Resolutions: Format and procedures for shareholder resolutions
7. Appendix 2 - Transfer Procedures: Detailed procedures for share transfers
8. Appendix 3 - Compliance Requirements: List of ongoing compliance requirements under Philippine law
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Professional Services
Real Estate Development
Retail and Distribution
Financial Services
Healthcare
Hospitality
Construction
Agriculture
Mining and Resources
Media and Entertainment
Education and Training
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Secretariat
Executive Leadership
Board of Directors
Compliance
Corporate Governance
Shareholder Relations
Investment Management
Business Development
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Company Secretary
Investment Manager
Partner
Board Member
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
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