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Company Share Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement under Philippine law for the acquisition of a local manufacturing company, with completion scheduled for March 2025 and involving a staged payment structure with 30% held in escrow for 12 months."

Document background
The Company Share Purchase Agreement is a crucial document used in corporate acquisitions in the Philippines when transferring ownership of a company through the sale of its shares. It must comply with Philippine regulations, including the Revised Corporation Code, Securities Regulation Code, and relevant BIR requirements. This agreement is essential for documenting the complete transaction terms, from purchase price and payment mechanisms to warranties and indemnities. It typically includes detailed conditions precedent, particularly important in the Philippine context where regulatory approvals may be required, especially for foreign investments. The document serves as the primary reference point for the rights and obligations of all parties involved in the share transfer, including post-completion obligations and any specific industry regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and any guarantors or other relevant parties

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold and basic sale obligations

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Warranties: Seller's representations and warranties about the shares and target company

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-related provisions, including responsibility for taxes and tax indemnities

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional actions to give effect to the agreement

15. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction for disputes

16. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Regulatory Compliance: Needed for regulated industries or when specific permits/licenses are involved

4. Foreign Investment Provisions: Required when the purchaser is a foreign entity

5. Security for Claims: Used when purchase price retention or escrow arrangements are needed

6. Management Transition: Included when key management changes are part of the transaction

7. Intellectual Property Rights: Required when IP is a significant component of the business

8. Real Property Provisions: Needed when the company owns significant real estate assets

9. Employee Matters: Used when specific employee-related arrangements are part of the deal

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and corporate documents

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed closing checklist and required deliverables

4. Warranties: Comprehensive list of seller's warranties

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property: List of all IP rights owned or licensed by the company

7. Material Contracts: Summary of key contracts and agreements

8. Employees: List of employees and their key terms of employment

9. Financial Statements: Recent financial statements and management accounts

10. Disclosed Matters: Disclosure against warranties

11. Form of Resignation Letters: Template resignation letters for outgoing directors

12. Form of Board Resolutions: Template board resolutions for completion

13. Form of Disclosure Letter: Standard form for the disclosure letter

Authors

Alex Denne

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

Relevant legal definitions

























































Clauses












































Relevant Industries

Banking & Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Transportation & Logistics

Professional Services

Consumer Goods

Agriculture

Mining

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Strategy

Executive Leadership

Corporate Secretariat

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Managing Director

Investment Banker

Corporate Secretary

Finance Director

Business Development Manager

Mergers & Acquisitions Manager

Due Diligence Officer

Compliance Officer

Tax Manager

Board Director

Company Secretary

Risk Manager

Strategy Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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