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Stock Redemption Agreement Template for United States

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Key Requirements PROMPT example:

Stock Redemption Agreement

"I need a Stock Redemption Agreement for our tech startup to buy back 10,000 shares from a departing co-founder at $45 per share, with payment to be made in three installments over 18 months starting March 2025."

Document background
A Stock Redemption Agreement is utilized when a corporation wishes to buy back its own shares from existing shareholders, often triggered by events such as employee departures, estate planning, or corporate restructuring. This document is crucial in U.S. jurisdictions as it helps ensure compliance with securities laws, maintains proper corporate governance, and addresses tax implications. The agreement typically includes detailed provisions about valuation, payment terms, transfer mechanics, and various representations and warranties to protect all parties involved. It's particularly important for closely-held corporations and companies with significant shareholder agreements in place.
Suggested Sections

1. Parties: Identification of the corporation and selling stockholder(s)

2. Background: Context of the redemption and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Redemption Terms: Number of shares, price, and payment terms

5. Closing: Timing and mechanics of the transaction

6. Representations and Warranties: Statements of fact by both parties

7. Covenants: Ongoing obligations of the parties

Optional Sections

1. Right of First Refusal: Company's right to purchase shares before transfer to third parties - include when company wants to control future transfers

2. Tag-Along Rights: Minority shareholders' right to join in sale - include when protecting minority shareholders

3. Earn-Out Provisions: Additional payments based on future performance - include when price depends on future events

Suggested Schedules

1. Schedule of Shares: Detailed list of shares being redeemed

2. Payment Schedule: If payment is to be made in installments

3. Corporate Resolutions: Board approval of redemption

4. Valuation Report: Independent valuation report if third-party valuation was performed

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC, relevant for public company stock redemptions

Internal Revenue Code Sections 302-304: Federal tax provisions specifically addressing stock redemptions, determining whether they are treated as dividends or sales

Sarbanes-Oxley Act: Federal law imposing various requirements on public companies, including internal controls and corporate governance

State Corporate Laws: State-specific laws governing corporate operations, such as Delaware General Corporation Law, determining corporate authority for redemptions

Blue Sky Laws: State securities laws regulating the offering and sale of securities within each state's jurisdiction

State Tax Laws: State-specific tax regulations that may affect the tax treatment of stock redemptions at the state level

SEC Regulations: Federal regulatory framework governing securities transactions, including disclosure requirements and trading rules

FINRA Rules: Regulatory requirements for broker-dealers who may be involved in facilitating stock redemptions

Corporate Governance Documents: Internal company documents including Articles of Incorporation, Bylaws, and existing shareholder agreements that may restrict or govern redemptions

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, including provisions relevant to security interests and transfers

Fraudulent Transfer Laws: Federal and state laws preventing transfers that could defraud creditors, particularly relevant for redemptions affecting company solvency

Corporate Solvency Requirements: Legal requirements ensuring company maintains adequate capital and can pay debts after redemption

Fiduciary Duty Obligations: Legal obligations of directors and officers to act in the best interest of the company when approving redemptions

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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