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Stock Buy Back Agreement for Philippines

Stock Buy Back Agreement Template for Philippines

A Stock Buy Back Agreement governed by Philippine law is a legal document that facilitates a corporation's repurchase of its own shares from existing shareholders. This agreement outlines the terms and conditions of the share repurchase, including purchase price, payment terms, and transfer mechanics, while ensuring compliance with the Revised Corporation Code of the Philippines and relevant SEC regulations. The document includes necessary warranties, representations, and conditions precedent to protect both the corporation and the selling shareholders, along with provisions for regulatory compliance and tax considerations specific to the Philippine jurisdiction.

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What is a Stock Buy Back Agreement?

The Stock Buy Back Agreement is a crucial document used when a Philippine corporation intends to repurchase its own shares from existing shareholders, a transaction specifically governed by the Revised Corporation Code of the Philippines. This type of agreement is commonly utilized for various corporate purposes, including capital structure optimization, excess cash utilization, or shareholder exit facilitation. The document must carefully balance corporate governance requirements, shareholder rights, and regulatory compliance, particularly with SEC regulations and stock exchange rules for listed companies. It includes detailed provisions for share valuation, transfer mechanics, warranties, and representations, while addressing specific Philippine legal requirements such as corporate approvals, tax implications, and regulatory filings. The agreement is particularly relevant in scenarios of corporate restructuring, succession planning, or strategic share consolidation.

What sections should be included in a Stock Buy Back Agreement?

1. Parties: Identification of the Corporation (Buyer) and the Shareholder(s) (Seller(s))

2. Background: Context of the agreement, including current shareholding structure and corporate authority for buyback

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Purchase Price', 'Completion Date'

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Requirements to be met before completion, including corporate and regulatory approvals

6. Completion: Mechanics and timing of the share transfer, payment, and documentation

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

8. Corporate Warranties: Company's representations regarding authority to purchase and compliance with laws

9. Tax Provisions: Allocation of tax liabilities and responsibilities for tax payments

10. Confidentiality: Obligations to maintain confidentiality of the transaction and related information

11. Notices: Process for formal communications between parties

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 Stock Buy Back Agreement?

1. Installment Payment Terms: Include when purchase price is to be paid in installments, detailing payment schedule and security

2. Multiple Sellers Provisions: Required when multiple shareholders are selling shares, addressing several sellers' obligations

3. Tag-Along Rights: Include for partial buybacks where remaining shareholders have rights to participate

4. Security Arrangements: Needed when collateral is provided for deferred payments

5. Post-Completion Covenants: Include when sellers need to comply with specific obligations after completion

6. Non-Competition: Include when seller is a significant shareholder or involved in management

7. Survival of Warranties: Optional extended warranty provisions for specific representations

What schedules should be included in a Stock Buy Back Agreement?

1. Share Details: Details of shares being purchased including share certificate numbers and dates of issue

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

3. Form of Share Transfer: Template share transfer forms and supporting documents

4. Corporate Approvals: Copies of board resolutions and other corporate authorizations

5. Payment Schedule: If applicable, detailed schedule of installment payments

6. Existing Encumbrances: List of any existing encumbrances on the shares to be discharged

7. Regulatory Filings: Forms and notices required for SEC and other regulatory compliance

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
Relevant legal definitions









































Clauses

































Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Manufacturing

Technology

Retail

Energy

Telecommunications

Professional Services

Healthcare

Mining and Resources

Construction

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Tax

Corporate Governance

Investor Relations

Risk Management

Corporate Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Finance Director

Treasury Manager

Corporate Governance Officer

Board Director

Company Secretary

Shareholder Relations Manager

Investment Officer

Risk Management Officer

Corporate Planning Director

Tax Manager

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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