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Share Surrender Agreement Template for South Africa

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Key Requirements PROMPT example:

Share Surrender Agreement

"I need a Share Surrender Agreement for an employee leaving our company who needs to surrender 5,000 ordinary shares back to the company by March 15, 2025, as per our employee share scheme rules; the surrender will be at nominal value with no additional consideration."

Document background
The Share Surrender Agreement is a crucial document in South African corporate transactions where a shareholder voluntarily returns their shares to the company. This typically occurs in scenarios such as employee share scheme exits, corporate restructuring, dispute resolutions, or strategic ownership changes. The agreement must comply with the Companies Act 71 of 2008 and related regulations, addressing aspects such as share valuation, tax implications, and corporate governance requirements. It includes essential details about the shares being surrendered, any consideration involved, warranties about share ownership, and necessary corporate approvals. The document is particularly important in ensuring proper record-keeping for CIPC compliance and maintaining accurate shareholder registers. Special considerations apply when dealing with foreign shareholders due to exchange control regulations.
Suggested Sections

1. Parties: Identification of the Company and the Surrendering Shareholder(s)

2. Background: Context of the share surrender, including the company's share capital structure and reason for the surrender

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

4. The Shares: Detailed description of the shares being surrendered, including class, number, and nominal value

5. Terms of Surrender: Core terms of the surrender, including timing, consideration (if any), and mechanics of the surrender

6. Completion: Actions to be taken on completion, including delivery of share certificates and updating of company records

7. Representations and Warranties: Standard warranties about share ownership, authority to surrender, and absence of encumbrances

8. Tax Matters: Allocation of responsibility for tax arising from the surrender

9. Costs: Allocation of costs related to the surrender

10. Notices: Process for giving notices under the agreement

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

Optional Sections

1. Consideration: Details of any consideration payable for the surrender - only needed if the surrender is not gratuitous

2. Conditions Precedent: Any conditions that must be met before the surrender becomes effective, such as regulatory approvals

3. Senior Management Provisions: Required when the surrendering shareholder is also a director or senior employee

4. Confidentiality: Detailed confidentiality provisions - needed for sensitive transactions or listed companies

5. Non-Competition: Restrictions on the surrendering shareholder's future activities - relevant for strategic surrenders

6. Multiple Shareholder Provisions: Additional provisions needed when multiple shareholders are surrendering shares

7. Exchange Control: Required when non-resident shareholders are involved

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the shares being surrendered, including share certificate numbers and dates of issue

2. Schedule 2 - Completion Requirements: List of documents to be delivered and actions to be taken at completion

3. Schedule 3 - Board Resolution: Copy of board resolution approving the share surrender

4. Schedule 4 - Share Certificates: Copies of relevant share certificates

5. Schedule 5 - Tax Declarations: Required tax forms and declarations

6. Appendix A - Form of Transfer: Standard form for recording the share transfer in company records

7. Appendix B - Resignation Letters: Template resignation letters if surrendering shareholder is also resigning from positions

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

Mining and Resources

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Agriculture

Energy

Telecommunications

Family-Owned Businesses

Relevant Teams

Legal

Corporate Secretarial

Finance

Treasury

Tax

Compliance

Corporate Governance

Board of Directors

Shareholder Relations

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Attorney

Financial Director

Head of Compliance

Share Transfer Secretary

Corporate Governance Officer

Tax Director

Treasury Manager

Board Director

Managing Director

Corporate Finance Manager

Shareholder Relations Manager

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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