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Share Transfer Agreement Private Company
"I need a Share Transfer Agreement Private Company under Pakistani law for transferring 2,500 ordinary shares (25% shareholding) from a retiring founder to three existing shareholders equally, with completion planned for March 15, 2025, including tag-along rights and a 2-year non-compete clause."
1. Parties: Identification of the Transferor(s) and Transferee(s), including full legal names and addresses
2. Background: Context of the transfer, including company details and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares being transferred
5. Consideration: Details of payment terms, method, and timing
6. Completion: Specific requirements and timing for completing the transfer
7. Transferor's Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Transferee's Warranties: Warranties from the buyer regarding authority and capacity to purchase
9. Company Related Warranties: Warranties regarding the company's status, financial position, and legal compliance
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Pakistani law and relevant jurisdiction
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag Along Rights: Include when minority shareholders need protection to join in the sale on same terms
2. Drag Along Rights: Include when majority shareholders want right to force minorities to join in a sale
3. Non-Competition: Include when transferor needs to be restricted from competing post-transfer
4. Employee Matters: Include when transferor has management role or employment in company
5. Tax Indemnity: Include when specific tax risks need to be allocated between parties
6. Foreign Exchange Provisions: Include when transfer involves foreign parties or cross-border payments
7. Regulatory Approval: Include when transfer requires specific regulatory clearances
1. Share Details: Details of shares being transferred including share certificate numbers and share history
2. Company Information: Key company details including registration number, registered office, and directors
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Instrument: Standard share transfer form as required by Pakistani law
5. Existing Encumbrances: List of any existing charges or encumbrances on the shares
6. Related Party Contracts: List of material contracts between company and transferor
7. Board Resolution: Pro-forma board resolution approving the transfer
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Transportation
Agriculture
Construction
Education
Mining
Hospitality
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Risk Management
Investment
Executive Leadership
Shareholder Relations
Due Diligence
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Finance Director
Managing Director
Board Member
Corporate Governance Officer
Shareholder Relations Manager
Investment Banker
Due Diligence Officer
Risk Manager
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