sale of shares in private company agreement

This Agreement contains the entire agreement between the parties. d. The venue of arbitration shall be New Delhi and the proceedings of arbitration shall be in the English language. The date when the Stock Sellers signature is completed must be produced to complete the signing process. A stock purchase agreement, or SPA, allows someone to buy ownership of an entity through its shares of stock (corporation) or as a percentage (%) of the business (LLC). This Agreement shall be governed and construed in accordance with the laws of India. This paperwork requires a distinct start date to the obligations it will place on its Participants. Cash Then, details about the closing - the time when the buyer and seller meet to finalize the sale - will be asked. Stock Sale and Purchase Agreements are short, relatively easy documents which contain all the information needed to sell stock in a corporation. Waiver of pre-emptive rights 3. DUE DILIGENCE PERIOD. a. whether the buyer(s) will be required to pay a deposit; whether the buyer will pay in installments or by a single lump sum; board resolution of the company (whose shares are being transferred) approving the transfer of shares; if the seller is a company, board resolution of the company approving the transfer of shares; if the buyer is a company, board resolution accepting the transfer of shares; and. After a letter of intent is signed, the buyer will have the right to obtain all necessary contracts, agreements, and financial reports of the company. The Purchaser would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised under applicable securities laws and regulations. This document will likely be kept on file with both parties, and may be kept on file with the corporation, as well (if the corporation is not the seller), to have a record of the sale. (1) Date Of Stock Purchase Effect. 13. Once all the parties have signed the document, each party should keep at least one original signed copy of the document for their record. A private company tends to feel pressure to provide liquidity to its stockholders as its value increases. 4.9 - 6 votes, Start by clicking on "Fill out the template". Other. If preferable, an entry of the percentage of available stock may be used to define how many will be sold through this agreement. 4.1.2 The Seller(s) acknowledges that the Purchaser is entering into this Agreement, relying on the aforesaid representations and warranties, and the same shall be entitled to treat as conditions of the Agreement, the same shall be true as of the Execution Date. SALE AND PURCHASE 2.1. 3. b. On the Closing Date, the Buyer shall deliver the full amount of the Purchase Price in any of the following methods: (check all that apply), Bank Wire This blog is not intended to create, and receipt of it does not constitute, an attorney-client relationship. The Purchasers shall pay/remit the Purchase Price to the Sellers, as per the above clause 2.3; c. The existing management shall hold a Board Meeting to execute and record the share transfer and shall make necessary arrangements for the appointment of new directors; d. Necessary filings shall be made with the Registrar of Companies to intimate the changes in Management and shareholding of the Company under the provisions of the Companies Act, 2013. e. pursuant to the completion of the requirements of sub-clause (a to d) above, the Company shall further update the statutory registers to record the change in composition of the board of directors and the transfer of the legal and beneficial owner of the Sale Shares, and shall return duly endorsed original share certificates to the Purchasers. The Main Objects of the Company on its incorporation are: C. The Capital structure of the Company on incorporation is as below: D. The Seller group as defined in Schedule-I is the registered and beneficial shareholder of 1,00,000 fully paid up equity shares having a face value of INR 10/- (Indian Rupees Ten only) each(hereinafter referred to as the Sale Shares). Reduces uncertainty between a shareholder and purchaser for the sale and purchase of shares Furnish the exact time of day when the Stock Buyers due diligence decision to terminate or proceed with this agreement must become known to the Seller using the spaces provided then select the AM or the PM checkbox to indicate the time of day this decision is due. The Signature Stock Buyer must print his or her name to aid in identifying his or her signature. In some jurisdictions, the contents of this blog may be considered Attorney Advertising. Is it fair to those that are participating and those that are not given access? Common stock can be subject to a right of first refusal, which provides the opportunity to purchase shares that a stockholder proposes to sell to a third party. e. There is no legal action or suit pending against any party, to the knowledge of the Seller, that would materially affect this Agreement. Be advised that in a case where the Stock Buyer is a Business, then its entire registered name must be produced in this section (along with its office or mailing address). You can modify it and reuse it. 1. The Seller and the Buyer acknowledge that other UGODS, Inc. shareholders may be selling their shares in private transactions and at varying amounts and that this Agreement confirms the Seller's and Buyer's private transaction in writing. Please declare your traffic by updating your user agent to include company specific information. A Share Sale and Purchase Agreement is an agreement for the sale and purchase of a stated number of shares at an agreed price. Buyer and Seller are each referred to herein as a Party and, collectively, as the Parties., Entity Name: [ENTITY NAME] Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. (27) Printed Name Of Stock Seller. At the end, you receive it in Word and PDF formats. f. All the capital gain taxes and/or any other taxes accruing to the seller, Bank charges,penalties for the time being, in relation to the completion of share transfer process shall be borne by the Purchaser. All Rights Reserved. IX. Other: [OTHER], VII. Words in the singular mean and include the plural and vice versa. How to Sell Private Shares. Rating: Download this free Share Purchase Agreement template as a Word document to help you negotiate the purchase of shares in a company or organisation. Each Share Sale Agreement is fully compliant with the Companies Act 2006. Any notice or other formal communication given under this Agreement must be in writing in English and may be delivered in person, or sent by e-mail or courier to the Party to be served at its address as follows: or at such other address or email address as it may notify to the other Parties under this Clause. Guide to private company sales and acquisitions - Burges Salmon This document can be used when any party would like to sell their stock in a corporation (or when any party would like to buy stock in a corporation) and needs a written agreement. ENTIRE AGREEMENT. Print Name: _____________________________, Sellers Signature: _____________________________ Date: _________________ Your document is ready! b. Only the written terms of this Agreement will bind the parties. PURCHASE PRICE 3.1. Any agreements left unmentioned by the above document yet should be included in this contract and thus enforceable upon execution must be documented in Section XV. V. CLOSING DATE. There are number of forms, please mail for detailed reply. State of Incorporation / Organization: [STATE] if sent by email, on the date of transmission, if transmitted before 5.00 p.m. (local time at the place of destination) on any working day in the place of destination and in any other case on the working day following the date of transmission. (13) Requires A Deposit. Draft Share Purchase Agreement for Private limited Company - Tax Guru If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. This agreement details the terms and conditions of the sale and purchase of the shares. B. Stock Sale and Purchase Agreements are subject to the laws of individual states. The Deposit must be paid within [#] Calendar Days from the Effective Date of this Agreement. ADDITIONAL TERMS & CONDITIONS. If applicable, please note that prior results do not guarantee a similar outcome. Moreover, transactions occurring between the company, its officers, and others within the three years prior to the IPO must be disclosed as related-party transactions in the companys IPO filing on Form S-1. Will the information about the issuer leak to competitors or cause damage if learned by customers? Section 1 of the Companies Act, 2008, provides that - "all or the greater part of the assets or undertaking", when used in respect of a company, means 5.3 The Indemnified Person shall send a notice to the Indemnifying Person for any such aforesaid losses, liabilities, damages, judgments, settlements and expenses, fees. A Share Sale and Purchase Agreement is an agreement for the sale and purchase of a stated number of shares at an agreed price. In other words, the corporation will have been in existence for some time and perhaps stock has already been freely bought and sold for a while. Entity Type: (check one), Corporation This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the Parties hereto with respect to the subject matter hereof. Effective Date. Section II requires that the Stock Entity is properly categorized as a means of fully identifying it in this agreement. d. It shall do such further acts, execute and deliver such further instruments and documents, and generally do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement. DEPOSIT. If you are still with the company, what signal is sent by your desire to sell? Providing information about the company is among the best inoculations against buyer claims of fraud. XVI. For private entities, the buyer requires to have a due diligence period. Calendar days shall represent all days of the year except Saturdays, Sundays, and Federal Holidays (Calendar Days). The Buyer does not require a due diligence period to review the finances, agreements, or any other information of the Business Entity. Shares are fixed identifiable units of capital that represents a member's stake in a company. X. Dispense the Stock Entitys complete mailing address as it is registered with the government. The Seller agrees to sell. (6) State Of Incorporation/Organization. If either of the parties is a company, the company may affix its common seal on the document and the document should be signed by either two directors of the company or one director and one secretary should sign the document on behalf of the seller. The right of first refusal is usually contained in the companys bylaws, so it automatically applies to all shares issued after the bylaws are adopted. 19. You will be able to modify it. Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users. Shareholders agreements in Kenya | Rdl & Partner At the end, you receive it in Word and PDF formats. A stock purchase agreement, or 'SPA', allows someone to buy ownership of an entity through its shares of stock (corporation) or as a percentage (%) of the business (LLC). Reference ID: 0.57f4d517.1685767460.2d246668. 2. So, the difference may need to be taxed as regular income, and then the company may have a withholding obligation. His or her full name (as it appears in government paperwork) should be submitted to the first Buyer line presented while a reliable mailing address where he or she can be formally contacted regarding this agreement and the concerned stock purchase should be dispensed to the empty space that follows. If a Business Entity is the acting Seller (as named in the First Section) then, a duly appointed Signature Representative of the Stock Seller should sign this document on its behalf. You will receive it in Word and PDF formats. (5) Entity Mailing Address. Requires a Due Diligence Period. (11) Date Of Stock Sale. 8. Defined Terms ".

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