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Simple Share Transfer Agreement Template for Philippines

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Key Requirements PROMPT example:

Simple Share Transfer Agreement

"I need a Simple Share Transfer Agreement for transferring 1,000 common shares in my family-owned restaurant business to my sister, with payment to be made in three installments over 6 months starting March 2025, under Philippine law."

Document background
The Simple Share Transfer Agreement is a fundamental document used in Philippine corporate transactions to formalize the transfer of shares between parties. It is particularly useful for straightforward share transfers where complex conditions or arrangements are not required. The document must comply with the Revised Corporation Code of the Philippines and related regulations, including securities laws if applicable. This agreement is commonly used in private companies where shares are transferred between existing shareholders, to new investors, or in family business successions. It includes essential elements such as share details, consideration, warranties, and completion requirements, while addressing mandatory Philippine tax implications and corporate documentation requirements. The agreement serves as evidence of the transfer and helps ensure compliance with corporate and regulatory requirements.
Suggested Sections

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

2. Background: Context of the transaction, including details about the company whose shares are being transferred and the existing shareholding structure

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

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

5. Consideration: Details of the purchase price, payment terms, and payment method

6. Completion: Requirements and procedures for closing the transaction, including timing and location

7. Transferor's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Transferee's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Tax Provisions: Allocation of responsibility for transfer taxes and documentary stamp tax

10. Notices: Process and contact details for formal communications between parties

11. Governing Law: Specification of Philippine law as governing law and jurisdiction

Optional Sections

1. Conditions Precedent: Used when completion is subject to specific conditions being met, such as regulatory approvals or third-party consents

2. Non-Competition: Include when the transferor needs to be restricted from competing with the company post-transfer

3. Confidentiality: Required when sensitive information is exchanged during the transaction process

4. Further Assurance: Include when additional actions may be needed post-completion to perfect the transfer

5. Board Approval: Required when company's articles of incorporation require board approval for share transfers

6. Right of First Refusal Waiver: Include when existing shareholders have pre-emptive rights that need to be waived

7. Survival of Provisions: Used when certain warranties or obligations need to survive completion

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers and share class

2. Company Information: Key details about the company including registration number, registered address, and capital structure

3. Warranties: Detailed list of warranties if more extensive than those in main agreement

4. Completion Requirements: Checklist of documents and actions required for completion

5. Form of Transfer Instrument: Template of share transfer form required by Philippine corporate law

6. Corporate Authorizations: Copies of relevant board resolutions or shareholder approvals

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


































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Education

Construction

Agriculture

Mining

Transportation

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Corporate Governance

Tax

Investment

Business Development

Executive Management

Board of Directors

Relevant Roles

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Governance Officer

Chief Legal Officer

Compliance Officer

Chief Financial Officer

Financial Controller

Investment Manager

Business Development Manager

Managing Director

Chief Executive Officer

Board Director

Tax Manager

Corporate Finance 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

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