黑料视频

All Countries
Mergers & Acquisitions
Share And Purchase Agreement

Share And Purchase Agreement Template for Philippines

Create a bespoke document in minutes, 聽or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share And Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership聽of your information

Key Requirements PROMPT example:

Share And Purchase Agreement

"I need a Share Purchase Agreement under Philippine law for the acquisition of 60% shares in a local manufacturing company, with completion planned for March 2025 and including standard warranties and representations."

Celebrated by
Collaborations with
Investors
Document background
The Share Purchase Agreement (SPA) is a crucial document in Philippine corporate transactions, used when transferring ownership of shares between parties. It is essential for both private and public company transactions, requiring careful consideration of Philippine corporate law, securities regulations, and tax implications. The agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. A well-drafted SPA includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, and completion mechanics. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal protection for both buyers and sellers while ensuring smooth transfer of ownership. The document must address specific Philippine requirements such as foreign ownership restrictions, tax clearances, and corporate approvals.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with complete legal names and addresses

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

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of parties between signing and completion

7. Completion: Mechanics of closing, including timing, location, and deliverables

8. Seller's Warranties: Warranties regarding the seller's capacity, share ownership, and company status

9. Company Warranties: Warranties regarding the company's business, assets, and liabilities

10. Buyer's Warranties: Warranties regarding the buyer's capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to effect the transaction

15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for disputes

16. Boilerplate: Standard provisions including notices, amendments, and severability

Optional Sections

1. Tax Covenants: Specific tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's competing activities, used when seller is an industry participant

3. Earn-out Provisions: Additional payment terms based on future performance, used in performance-based pricing structures

4. Employee Matters: Provisions regarding key employees and management, used when retention is critical

5. Intellectual Property: Specific IP warranties and provisions, used when IP is a significant company asset

6. Real Estate: Specific provisions for company's real estate, used when property assets are material

7. Transitional Services: Post-completion support services by seller, used when operational continuity is crucial

8. Foreign Investment Compliance: Special provisions for foreign buyers, used when buyer is non-Filipino

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and company shareholding structure

2. Company Information: Corporate information including certificates, licenses, and material contracts

3. Properties: List of company's real estate and lease agreements

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

5. Employee Information: Details of employees, benefits, and employment agreements

6. Financial Statements: Recent financial statements and management accounts

7. Tax Records: Tax compliance certificates and recent tax returns

8. Material Contracts: List and copies of material business contracts

9. Completion Deliverables: List of documents and actions required at completion

10. Warranted Information: Specific information warranted by the seller

11. Disclosure Letter: Exceptions and qualifications to warranties

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

alex.den.21@genieai.co
Relevant legal definitions































































Clauses












































Relevant Industries

Banking & Finance

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Telecommunications

Mining

Agriculture

Construction

Transportation

Education

Professional Services

Media & Entertainment

Food & Beverage

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Business Development

Due Diligence

Board Secretariat

Corporate Finance

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investment Manager

Business Development Director

Mergers & Acquisitions Director

Corporate Finance Manager

Tax Manager

Due Diligence Officer

Risk Management Officer

Board Member

Managing Director

Finance Director

Company Secretary

Investment Banker

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

Find the exact document you need

Share And Purchase Agreement

A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of company shares, ensuring regulatory compliance and protecting parties' interests.

find out more

Restricted Share Purchase Agreement

A Philippine law-governed agreement for the sale and purchase of restricted corporate shares, including transfer restrictions and compliance requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

骋别苍颈别鈥檚 Security Promise

Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; 骋别苍颈别鈥檚 AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.