The Stock Transfer Restriction Agreement is a crucial document for Philippine corporations seeking to maintain control over their ownership structure and protect shareholder interests. This agreement becomes essential when companies want to prevent unrestricted transfer of shares to third parties, particularly relevant for family-owned businesses, closely-held corporations, and start-ups in the Philippines. The document must comply with the Revised Corporation Code of the Philippines and SEC regulations while establishing mechanisms such as right of first refusal, transfer procedures, and valuation methods. It's commonly implemented during company formation, corporate restructuring, or when new shareholders are admitted, providing a framework for share transfer governance and dispute resolution.
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1. Parties: Identification of the company, existing shareholders, and any other parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the transfer restrictions
3. Definitions: Definitions of key terms used throughout the agreement
4. Transfer Restrictions: Core restrictions on the transfer of shares, including prohibited transfers and general limitations
5. Right of First Refusal: Procedures and terms for existing shareholders' right to purchase shares before they can be offered to third parties
6. Permitted Transfers: Specific circumstances under which transfers are allowed without triggering restrictions
7. Transfer Procedures: Detailed procedures for requesting and executing permitted share transfers
8. Valuation: Methods for determining share value for transfer purposes
9. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares
10. Compliance with Securities Laws: Provisions ensuring compliance with Philippine securities regulations
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares - include when requested by majority shareholders
2. Lock-up Period: Specific period during which no transfers are permitted - include for newly formed companies or after significant investments
3. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances - include when negotiated between parties
4. Share Transfer to Employees: Special provisions for employee stock ownership plans - include if company has or plans to have employee share schemes
5. Family Transfer Provisions: Special rules for transfers between family members - include for family-owned businesses
6. IPO Provisions: Procedures and restrictions in case of future public offering - include for companies considering future IPO
1. Schedule A - Current Shareholding: List of current shareholders and their shareholdings
2. Schedule B - Share Certificate Details: Details of share certificates subject to the restrictions
3. Schedule C - Deed of Adherence: Form for new shareholders to sign agreeing to be bound by the agreement
4. Schedule D - Transfer Notice Form: Standard form for shareholders to notify intention to transfer shares
5. Schedule E - Valuation Methodology: Detailed procedures for share valuation
6. Appendix 1 - Board Resolution: Copy of board resolution approving the transfer restrictions
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