Share Transfer Agreement Template

Share Transfer Agreement Template

This Share Transfer Agreement (“Agreement”) is made as of [Date of Agreement].

1. Parties

Transferor (Current Shareholder)
Full Legal Name: [Transferor Full Legal Name]
Address: [Transferor Address]
Email: [Transferor Email Address]
Phone: [Transferor Phone Number]

Transferee (New Shareholder)
Full Legal Name: [Transferee Full Legal Name]
Address: [Transferee Address]
Email: [Transferee Email Address]
Phone: [Transferee Phone Number]

2. Company and Shares

Company
Legal Name: [Company Legal Name]
Entity Type: [Corporation / Limited Company / Other]
Jurisdiction of Incorporation: [State/Province, Country]
Registered Office / Principal Address: [Company Address]

Shares Being Transferred (the “Shares”)

Class / Series: [e.g., Ordinary Shares / Common Stock / Class A Shares]
Number of Shares: [Number of Shares]
Certificate Number(s) (if any): [Certificate Numbers]
Approximate Percentage of Issued Shares: [Percentage %]

3. Transfer of Shares

3.1 Transfer

Subject to the terms of this Agreement and any required approvals, Transferor hereby sells, assigns, and transfers to Transferee, and Transferee hereby acquires from Transferor, all of Transferor’s right, title, and interest in and to the Shares described in Section 2, together with all rights attaching to the Shares from and after the Effective Date.

3.2 Effective Date

The transfer of the Shares will be effective as of:

Effective Date of Transfer: [Effective Date]

4. Purchase Price and Payment

4.1 Purchase Price

The total purchase price for the Shares (the “Purchase Price”) is:

Purchase Price: [Amount and Currency]

4.2 Payment Terms

The Purchase Price will be paid by Transferee to Transferor as follows:

Amount Due on Signing (if any): [Amount and Currency]
Amount Due on Closing: [Amount and Currency]
Additional or Deferred Payments (if any): [Description of any installments, earn-out, or deferred amounts]

Payment Method: [Wire Transfer / Bank Transfer / Cashier’s Check / Other]
Payee Name: [Payee Name]
Payment Details: [Account or Payment Details]

5. Closing

5.1 Closing Date and Place

The closing of the transfer (the “Closing”) will take place on:

Closing Date: [Closing Date]

at: [Closing Location or “Remotely by electronic exchange of documents”].

5.2 Deliverables at Closing

At Closing:

• Transferee will pay any unpaid portion of the Purchase Price due at Closing.

• Transferor will deliver to Transferee:

  • The original share certificate(s) representing the Shares, if issued, duly endorsed or accompanied by a signed stock transfer form or equivalent instrument of transfer; and

  • Any other documents reasonably required to give effect to the transfer.

• The Company will update its share register or shareholder ledger to record Transferee as the holder of the Shares, to the extent permitted by law and the Company’s governing documents.

6. Transferor’s Representations and Warranties

Transferor represents and warrants to Transferee that, as of the date of this Agreement and as of the Closing Date:

a) Authority
Transferor has full right, power, and authority to enter into this Agreement and to transfer the Shares to Transferee.

b) Ownership and Title
Transferor is the legal and beneficial owner of the Shares, free and clear of any liens, pledges, charges, security interests, options, or other encumbrances, except as disclosed here:

Disclosed Encumbrances (if any): [Description or “None”]

c) Compliance with Company Documents
The execution and performance of this Agreement and the transfer of the Shares do not violate any provisions of the Company’s articles, bylaws, shareholder agreement, or other governing documents, except as disclosed here:

Governing Document Restrictions (if any): [Description or “None”]

d) No Conflicting Agreements
Transferor has not entered into any agreement to sell, transfer, or otherwise dispose of the Shares to any other person, and the Shares are not subject to any outstanding rights of first refusal, pre-emptive rights, or options, except as disclosed above.

7. Transferee’s Representations and Warranties

Transferee represents and warrants to Transferor that:

a) Authority
Transferee has full right, power, and authority to enter into this Agreement and to acquire the Shares.

b) Financial Ability
Transferee has, or will have at Closing, sufficient funds to pay the Purchase Price as required by this Agreement.

c) Independent Assessment
Transferee has had the opportunity to seek information about the Company and to obtain independent legal, tax, and financial advice, and is acquiring the Shares based on Transferee’s own judgment.

8. Company Consent and Acknowledgment (If Required)

If the Company’s governing documents or applicable law require company or shareholder consent to this transfer, the effectiveness of the transfer is subject to such consent.

Required Consents: [Description or “None”]

The form for the Company’s consent and acknowledgment is set out under “Company Consent” below.

9. Dividends and Rights Attached to Shares

Unless the parties agree otherwise in writing:

• Any dividends or distributions declared with a record date before the Effective Date belong to Transferor.

• Any dividends or distributions declared with a record date on or after the Effective Date belong to Transferee.

From the Effective Date, all voting rights and other shareholder rights attached to the Shares are exercisable by Transferee, once the transfer is recorded in the Company’s share register in accordance with applicable law and the Company’s governing documents.

10. Taxes and Costs

Each party is responsible for its own income, capital gains, or similar taxes arising from this transfer of the Shares.

Any transfer, stamp, or similar taxes specifically imposed on the transfer of the Shares will be paid by: [Transferor / Transferee / Shared – specify].

Each party will bear its own legal, accounting, and advisory costs in connection with this Agreement, unless they agree in writing to another allocation.

11. Further Assurances

Each party will, at the reasonable request of the other party and at the requesting party’s expense, sign and deliver any additional documents and take any additional actions reasonably necessary to give full effect to this Agreement and to properly register the transfer of the Shares in the Company’s records.

12. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Any dispute arising out of or relating to this Agreement will be resolved under the laws of the jurisdiction stated above.

Dispute Resolution Method: [Court jurisdiction / Arbitration / Mediation followed by court or arbitration]

13. Notices

Any notice or other communication under this Agreement must be in writing and sent to the parties at the addresses or email addresses listed in Section 1 (or any updated address notified in writing).

Permitted delivery methods:

• Personal delivery or courier

• Registered or certified mail

• Email with reasonable evidence of sending

14. Entire Agreement and Amendments

This Agreement contains the entire understanding between Transferor and Transferee regarding the transfer of the Shares and supersedes any prior written or oral agreements between them on this subject.

Any amendment or modification to this Agreement must be in writing and signed by both Transferor and Transferee.

15. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect as far as permitted by law.

16. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all counterparts together form one agreement. Signatures delivered electronically will have the same effect as original signatures, to the extent permitted by law.

Signatures

Transferor (Current Shareholder):
Signature: _______________________________
Printed Name: [Transferor Full Legal Name]
Title (if signing on behalf of an entity): [Title]
Date: [Date Signed by Transferor]

Transferee (New Shareholder):
Signature: _______________________________
Printed Name: [Transferee Full Legal Name]
Title (if signing on behalf of an entity): [Title]
Date: [Date Signed by Transferee]

Company Consent (If Required)

Company: [Company Legal Name]

The Company acknowledges and, to the extent required by its governing documents and applicable law, consents to the transfer of the Shares from Transferor to Transferee on the terms of this Share Transfer Agreement and agrees to update its share register to reflect Transferee as the holder of the Shares with effect from the Effective Date.

Authorized Signatory for Company:
Signature: _______________________________
Printed Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date Signed on Behalf of Company]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Transferor Full Legal Name] and [Transferee Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Share Transfer Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐