������Ƶ

A Stock Purchase Agreement lets buyers and sellers make a clear, legally binding deal for company shares in the Philippines. This contract outlines the exact terms of the stock sale, including the price per share, payment details, and when ownership transfers from seller to buyer.

Under Philippine corporate law, this agreement protects both parties by spelling out important conditions like seller warranties, restrictions on share transfers, and what happens if either side breaks the deal. It's especially crucial for privately-held companies since their shares aren't traded on public exchanges like the PSE, making this document the key record of the transaction.

Use a Stock Purchase Agreement when buying or selling shares in a Philippine corporation, especially for significant or complex transactions. This agreement becomes essential during company acquisitions, investor buy-ins, or when selling ownership stakes to new shareholders – situations where detailed terms need documentation.

The agreement proves particularly valuable when dealing with private companies, family corporations, or closely-held businesses where share values aren't publicly listed. It helps prevent future disputes by clearly documenting important details like payment schedules, representations about company health, and any special conditions attached to the sale.

• Restricted Share Purchase Agreement: Used when selling shares with specific transfer limitations or ownership conditions, often in family corporations or closely-held companies to maintain control over who owns shares.
• Share And Purchase Agreement: A comprehensive version for larger transactions, typically including detailed warranties, representations, and conditions precedent, commonly used in corporate acquisitions or significant investment deals.

• Company Shareholders: Current owners selling their stock or investors buying new shares, particularly in private Philippine corporations where shares aren't publicly traded.
• Corporate Lawyers: Draft and review Stock Purchase Agreements to ensure compliance with Philippine corporation laws and protect their clients' interests.
• Company Directors: Approve and oversee share transfers, especially in cases requiring board authorization under the corporation's by-laws.
• Corporate Secretaries: Handle documentation, update stock records, and ensure proper recording with the SEC.

• Company Details: Gather corporate documents including SEC registration, articles of incorporation, and by-laws showing authorized capital stock.
• Share Information: Confirm number of shares, par value, and any existing restrictions on transfer from corporate records.
• Party Information: Collect complete details of buyers and sellers, including tax identification numbers and government IDs.
• Board Approval: Secure necessary corporate authorizations or board resolutions approving the share transfer.
• Payment Terms: Document agreed price per share, payment schedule, and method of payment.

• Party Details: Full legal names and addresses of buyers and sellers, with their tax identification numbers and citizenship status.
• Share Description: Precise details of shares being sold, including quantity, class, and certificate numbers.
• Purchase Price: Clear statement of total price, price per share, and payment terms including method and schedule.
• Warranties: Seller's representations about share ownership, company status, and absence of encumbrances.
• Closing Conditions: Required approvals, documents, and actions needed to complete the transfer under Philippine law.
• Governing Law: Explicit statement that Philippine law governs the agreement.

A Stock Purchase Agreement differs significantly from an Asset Purchase Agreement in their fundamental approach to business acquisition under Philippine law. While both facilitate business transactions, they serve distinct purposes and carry different legal implications.

• Transaction Scope: Stock Purchase Agreements transfer ownership of company shares, maintaining the corporation's legal identity intact. Asset Purchase Agreements only transfer specific business assets, leaving the corporate shell with the seller.
• Liability Transfer: With stock purchases, the buyer inherits all company liabilities, known and unknown. Asset purchases let buyers choose specific assets while avoiding most historical liabilities.
• Tax Implications: Stock transfers typically involve documentary stamp tax and capital gains tax. Asset sales may trigger multiple taxes including VAT on individual assets.
• Complexity: Stock deals usually require fewer third-party consents, while asset deals often need individual transfers for each asset type.