The Assignment Of Membership Interest Agreement is a crucial document used in Philippine business transactions when a member of a company wishes to transfer their ownership interest to another party. This document is essential for ensuring compliance with the Revised Corporation Code of the Philippines, SEC regulations, and tax laws. It becomes necessary during business restructuring, succession planning, investment transactions, or exit strategies. The agreement must address specific Philippine legal requirements including documentary stamp tax, possible SEC approvals, and spousal consent where applicable. It should detail the exact interest being transferred, consideration amount, warranties about the interest's status, and necessary corporate approvals. The document serves as official evidence of the transfer and helps maintain clear corporate records for regulatory compliance.
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1. Parties: Identifies the Assignor (current member), Assignee (new member), and the Company whose membership interest is being transferred
2. Background: Explains the context of the transfer, including details of the existing membership interest and the Company's structure
3. Definitions: Defines key terms used throughout the agreement
4. Assignment and Consideration: Details the specific membership interest being transferred and the payment or consideration for the transfer
5. Effective Date: Specifies when the transfer becomes effective
6. Representations and Warranties of Assignor: Assignor's declarations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's declarations regarding legal capacity and compliance with company requirements
8. Company Consent: Acknowledgment and consent of the Company to the transfer, as required under Philippine law
9. Tax Matters: Addresses responsibility for transfer taxes and documentary stamp tax requirements
10. Governing Law: Specifies Philippine law as governing law and jurisdiction
11. Execution: Signature blocks for all parties and notarization requirements
1. Right of First Refusal Waiver: Required if other members have waived their right of first refusal on the membership interest
2. Spousal Consent: Required if the assignor is married, due to Philippine conjugal property laws
3. Securities Law Compliance: Required if the transfer involves a significant membership interest that may trigger SEC requirements
4. Non-Competition: Optional restrictions on the Assignor's future business activities
5. Confidentiality: Provisions regarding company information known to the Assignor
6. Further Assurances: Commitment to execute additional documents if needed for the transfer
7. Anti-Money Laundering Compliance: Required for high-value transfers to comply with AMLA requirements
1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred, including percentage ownership and any special rights
2. Schedule B - Calculation of Consideration: Breakdown of the purchase price and payment terms
3. Schedule C - Company Information: Key details about the Company, including registration numbers and business address
4. Appendix 1 - Board Resolution: Company's board resolution approving the transfer
5. Appendix 2 - Members' Resolution: If required, resolution of other members approving the transfer
6. Appendix 3 - Transfer Documents: Required SEC forms and tax documentation for the transfer
Relevant legal definitions
Clauses
Relevant Industries
Legal Services
Financial Services
Professional Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Construction
Energy
Transportation
Hospitality
Agriculture
Mining
Telecommunications
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Tax
Corporate Governance
Executive Leadership
Business Development
Investment
Risk Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Finance Director
Company Director
Managing Partner
Compliance Officer
Tax Manager
Investment Manager
Corporate Governance Officer
Business Owner
Managing Director
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