A Transfer of Shares Agreement is essential when transferring ownership of shares in a Philippine corporation from one party to another. This document is commonly used in various scenarios, including corporate restructuring, investment exits, succession planning, or strategic acquisitions. The agreement must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax regulations. It typically includes detailed information about the shares being transferred, purchase price, payment mechanisms, representations and warranties, and conditions precedent. The document also addresses specific Philippine requirements such as tax clearances, securities regulation compliance, and foreign ownership restrictions if applicable. This agreement serves as the primary evidence of the transaction and is crucial for updating corporate records, share certificates, and the stock and transfer book.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the Transferor(s) and Transferee(s), including complete legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the transfer can complete
6. Completion: Details of when, where, and how the transfer will be completed, including required actions and documents
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares being transferred
8. Covenants: Ongoing obligations of the parties before and after completion
9. Tax Provisions: Allocation of responsibility for taxes arising from the transfer
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when existing shareholders are to have the right to join in the sale on similar terms
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Non-Competition: Include when the transferor needs to be restricted from competing with the company post-transfer
4. Foreign Investment Compliance: Include when the transfer involves foreign parties and needs to comply with foreign ownership restrictions
5. Security Provisions: Include when payment is to be made in installments and security is required
6. Board Resignation: Include when the transferor is also resigning from board positions
7. Employee Matters: Include when the transferor has employment relationships that need to be addressed
1. Details of the Shares: Schedule listing the specific shares being transferred, including share certificate numbers and class of shares
2. Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Completion Requirements: Detailed list of all documents and actions required at completion
4. Form of Resignation Letter: Template resignation letter for departing directors if applicable
5. Warranties: Detailed list of warranties given by the transferor regarding the company and the shares
6. Corporate Documents: Copies of relevant corporate approvals and resolutions
7. Share Certificates: Copies of existing share certificates to be transferred
8. Deed of Transfer: Form of deed for executing the transfer in the company's share register
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Energy
Transportation
Construction
Agriculture
Mining
Telecommunications
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Tax
Corporate Development
Mergers & Acquisitions
Investment
Board of Directors
Executive Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Investment Manager
Business Development Director
Mergers & Acquisitions Manager
Company Director
Board Member
Financial Controller
Tax Manager
Corporate Governance Officer
Shareholder Relations Manager
Find the exact document you need
Pledge Agreement (Real Estate)
A Philippine law-governed security agreement where real property is pledged as collateral to secure a debt or obligation.
Download
Membership Pledge Agreement
A Philippine law-governed agreement that establishes formal membership terms, rights, and obligations between an organization and its members.
Download
Motor Vehicle Security Agreement
A Philippine law-governed agreement establishing a security interest in a motor vehicle as collateral for a loan or financial obligation.
Download
Security Interest Contract
A Philippine law-governed agreement creating a security interest in assets to secure an obligation, subject to the Personal Property Security Act and related legislation.
Download
Real Estate Security Agreement
A Philippine law-governed agreement creating a security interest over real property as collateral for a loan or obligation.
Download
Personal Information Confidentiality Agreement
A Philippine law-compliant agreement establishing confidentiality obligations for handling personal information, aligned with the Data Privacy Act of 2012.
Download
Security Agreement For Promissory Note
A Philippine law-governed security agreement that creates a security interest in collateral to secure obligations under a promissory note.
Download
Stock Transfer Agreement Gift
A Philippine law-compliant agreement for the gratuitous transfer of corporate shares from a donor to a donee, incorporating necessary tax and regulatory requirements.
Download
Security Deposit Agreement
A Philippine law-governed agreement establishing terms for handling, maintaining, and returning a security deposit between parties, typically used in property rental or service arrangements.
Download
Penetration Testing Confidentiality Agreement
A Philippine-law governed agreement establishing confidentiality terms and authorized activities for cybersecurity penetration testing services.
Download
Data Privacy Contract
A Philippine law-compliant contract governing personal data processing arrangements between parties, aligned with the Data Privacy Act of 2012.
Download
Collateral Substitution Agreement
A Philippine law-governed agreement enabling the substitution of loan collateral while maintaining security interest continuity and regulatory compliance.
Download
Agreement To Exclude Security Of Tenure
A Philippine law-compliant agreement that establishes fixed-term employment by excluding security of tenure provisions, subject to Labor Code requirements.
Download
Security Agreement Contract
A Philippine law-governed agreement creating security interests over collateral to secure obligations, complying with the Personal Property Security Act.
Download
Stock Collateral Loan Agreement
A Philippine law-governed agreement establishing terms for a loan secured by shares of stock, including collateral arrangements and enforcement mechanisms.
Download
Stock Pledge And Security Agreement
A Philippine law-governed agreement creating a security interest over shares of stock as collateral for securing obligations.
Download
Tri Party Collateral Agreement
A Philippine law-governed agreement establishing arrangements between three parties for the management and custody of collateral assets.
Download
Purchase Money Security Agreement
A Philippine law-governed agreement creating a security interest in purchased property, establishing purchase terms and secured party's rights under the Personal Property Security Act.
Download
Loan Against Shares Agreement
A Philippine law-governed agreement establishing terms for a loan secured by shares as collateral, detailing pledge arrangements and security mechanisms.
Download
Note And Security Agreement
A Philippine law-governed agreement combining loan terms and security arrangements, establishing both debt obligations and collateral rights.
Download
Debenture Trustee Agreement
A Philippine law-governed agreement appointing and establishing the duties of a trustee to protect debenture holders' interests in a debenture issuance.
Download
Irrevocable Pledge Agreement
A Philippine law-governed security agreement creating an irrevocable pledge over specific assets as collateral for securing obligations.
Download
Guaranty And Security Agreement
A Philippine law-governed agreement combining a personal guarantee with security interests in collateral to secure obligations, subject to local secured transactions laws.
Download
Global Master Repurchase Agreement
A master agreement for repurchase transactions in the Philippines, compliant with BSP and SEC regulations, governing securities financing between financial institutions.
Download
Equipment Security Agreement
A Philippine law-governed agreement creating security interests in equipment as collateral for loans or obligations, regulated under the Personal Property Security Act.
Download
Auto Loan Security Agreement
A Philippine law-governed agreement creating a security interest in a financed vehicle, establishing loan terms and collateral arrangements under local banking and consumer protection regulations.
Download
Personal Security Agreement
A legally-binding agreement under Philippine law that establishes terms and conditions for security service provision, ensuring compliance with RA 5487 and related regulations.
Download
Omnibus Loan And Security Agreement
A Philippine law-governed agreement combining multiple loan facilities and security arrangements into a single comprehensive financing document.
Download
Collateral Account Control Agreement
A Philippine law-governed agreement establishing control over a bank account as collateral security between an account holder, secured party, and deposit bank.
Download
Collateral Account Agreement
A Philippine law-governed agreement establishing security over a bank account and its contents, setting out control and enforcement rights.
Download
Chattel Security Agreement
A Philippine law-governed agreement creating security interests in personal property (chattel) to secure obligations, regulated under the Personal Property Security Act.
Download
Account Control Agreement Collateral
A Philippine law-governed tripartite agreement establishing control over deposit accounts as collateral security, enabling perfection of security interests under local law.
Download
Retail Installment Contract And Security Agreement
A Philippine law-governed agreement combining retail installment sales terms with security provisions for consumer goods purchases, ensuring seller protection and compliance with local consumer protection laws.
Download
Subordinated Creditors Security Agreement
A Philippine law-governed agreement establishing security interests and creditor priorities in secured financing arrangements, regulating relationships between senior and subordinated creditors.
Download
Personal Loan Contract With Collateral
A Philippine law-governed agreement establishing terms for a personal loan secured by collateral, including security interest provisions and regulatory compliance requirements.
Download
Shareholder Agreement Transfer Of Shares
A Philippine law-governed agreement documenting the transfer of shares between shareholders, setting out terms, conditions, and regulatory compliance requirements.
Download
Stock Transfer Restriction Agreement
A Philippine law-governed agreement that establishes restrictions and procedures for corporate share transfers, protecting existing shareholders' interests and maintaining ownership control.
Download
Third Party Collateral Agreement
A Philippine law-governed agreement where a third party provides their assets as collateral to secure another party's obligations to a creditor.
Download
Security Control Agreement
A Philippine-law governed agreement establishing security control measures and compliance requirements, ensuring alignment with local data protection and cybersecurity regulations.
Download
Key Holding Agreement
A Philippine-compliant agreement establishing terms for professional key custody services, including security protocols and liability arrangements.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)