SHARE TRANSFER/PURCHASE AGREEMENT (SPA)
A transfer of shares or share purchase agreement requires some background check in regards to the approval arising from the article of association & the prevailing rules and regulations connected to the concerned transfer.
The core elements of a Share Transfer Agreement include: Background, the definition of Transfer Shares, the definition of Consideration Shares, Date of Transfer, Purchase Price, Payment, Liability, Creditors, Representations and Warranties, and Closing.
A Share Transfer Agreement used in a “rollover” can include Necessary Acts, Tax Elections and Filings, Price Adjustment, Power of Attorney.
TIP: The transfer is also subjected to: Shareholders’ Resolution – in privately held companies a resolution of the shareholders approving the transfer of the shares might be required. Directors’ Resolution – the share transfer will need to be ratified by the directors of the corporations whose shares are transferred. Minute Book – this is where the corporate records are kept. Subscription Agreement – an agreement for the purchase of shares between a person buying shares and the corporation issuing the shares
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