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Company Share Agreement Template for South Africa

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Key Requirements PROMPT example:

Company Share Agreement

"I need a Company Share Agreement for the sale of 40% shareholding in our tech startup to a venture capital firm, with specific focus on including anti-dilution provisions and tag-along rights for existing shareholders."

Document background
The Company Share Agreement serves as a crucial legal instrument in South African corporate transactions, providing a framework for the transfer or issuance of company shares. This document is essential when executing share purchases, sales, or transfers between parties, whether in private companies or listed entities. It must comply with the Companies Act 71 of 2008 and other relevant South African legislation, including securities laws and exchange control regulations. The agreement typically includes comprehensive provisions covering share valuation, transfer mechanics, warranties, representations, and shareholder rights. It's particularly important for documenting ownership changes, protecting shareholder interests, and ensuring proper corporate governance in line with South African legal requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, including company details, share capital structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpretation

4. Sale and Purchase of Shares: Details of the shares being sold/purchased, including class, number, and price

5. Payment Terms: Structure and timing of payment, including any adjustments or earn-out provisions

6. Conditions Precedent: Any conditions that must be met before the agreement becomes effective

7. Completion: Process and requirements for completing the transfer of shares

8. Warranties and Representations: Standard warranties about the shares, company, and parties' capacity to enter into the agreement

9. Pre-emptive Rights: Rights of existing shareholders regarding future share transfers or issues

10. Board Representation: Rights to appoint directors and governance provisions

11. Dividend Policy: Agreement on how and when dividends will be declared and paid

12. Dispute Resolution: Procedure for resolving disputes between parties

13. Confidentiality: Obligations regarding confidential information

14. Notices: How formal notices under the agreement must be given

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sales by majority shareholders

2. Drag-Along Rights: Right of majority shareholders to force minorities to join in a sale

3. Put and Call Options: Rights to force purchase/sale of shares under specific circumstances

4. Anti-dilution Protection: Protection against dilution of shareholding in future share issues

5. Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Non-compete Provisions: Restrictions on competitive activities by selling shareholders

7. Management Provisions: Detailed provisions about company management if shareholders are also managers

8. Share Valuation Mechanism: Method for valuing shares in future transfers or option exercises

9. Deadlock Resolution: Procedures for resolving management or shareholder deadlocks

Suggested Schedules

1. Schedule 1: Details of the Company: Complete corporate information including registration details, directors, and share capital structure

2. Schedule 2: Share Details: Detailed description of shares being transferred, including share certificates numbers and shareholding history

3. Schedule 3: Warranties: Comprehensive list of warranties given by the selling shareholders

4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5: Company Financial Information: Key financial information about the company

6. Schedule 6: Material Contracts: List of important contracts affecting the company's business

7. Schedule 7: Intellectual Property: Details of company's intellectual property rights

8. Schedule 8: Properties: Details of any real property owned or leased by the company

9. Appendix A: Share Transfer Form: Pro forma share transfer documentation

10. Appendix B: Board Resolution: Pro forma board resolutions approving the share transfer

Authors

Alex Denne

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

Relevant legal definitions












































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Relevant Industries

Financial Services

Technology

Manufacturing

Mining

Retail

Healthcare

Professional Services

Real Estate

Agriculture

Energy

Telecommunications

Construction

Transportation

Education

Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Executive Leadership

Board Secretariat

Mergers and Acquisitions

Investment Relations

Corporate Governance

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Director

Managing Director

Compliance Officer

Corporate Finance Manager

Business Development Director

Risk Manager

Board Director

Shareholder Relations Manager

Transaction Advisory Manager

Due Diligence Specialist

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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