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Assignment Of Shares Template for England and Wales

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement to transfer 1,000 ordinary shares in my tech startup to a new investor, with completion set for March 15, 2025, and including standard warranties about the company's intellectual property."

Document background
An Assignment of Shares is commonly used when transferring ownership of shares in private companies under English and Welsh law. This document is essential for various scenarios, including corporate restructuring, investment rounds, employee share schemes, or exit strategies. It contains crucial details about the shares being transferred, consideration paid, and any conditions attached to the transfer. The document ensures compliance with the Companies Act 2006 and other relevant regulations, while providing legal certainty and protection for all parties involved in the transaction.
Suggested Sections

1. Parties: Details of the assignor and assignee involved in the share transfer

2. Background: Context of the assignment, including details of the company and current shareholding

3. Definitions: Key terms and their meanings used throughout the agreement

4. Assignment: Core terms detailing the transfer of shares from assignor to assignee

5. Consideration: Details of payment or other consideration for the share transfer

6. Completion: Mechanics and timing of the transfer completion, including conditions precedent

Optional Sections

1. Warranties: Assurances about the shares and company, typically used in larger transactions

2. Tax Indemnity: Provisions protecting the assignee against historical tax liabilities

3. Non-competition: Restrictions on the assignor's future business activities post-transfer

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being transferred, including class, number, and nominal value

2. Schedule 2 - Company Information: Key details about the company whose shares are being transferred, including registration number and registered office

3. Schedule 3 - Completion Requirements: List of documents and actions required to complete the transfer

4. Schedule 4 - Warranties: Detailed warranties given by the assignor regarding the shares and company (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Industries

Companies Act 2006: Primary legislation governing share transfers, including requirements for registration, directors' powers, share certificates, and class rights/restrictions

Financial Services and Markets Act 2000: Regulations concerning share transfers in regulated companies, compliance requirements, and rules governing regulated activities

Articles of Association: Company-specific document that must be reviewed for transfer restrictions, pre-emption rights, and board approval requirements

Law of Property (Miscellaneous Provisions) Act 1989: Contains Section 2 requirements for contracts involving sale of shares and execution requirements

Finance Act 1999: Governs Stamp Duty and Stamp Duty Reserve Tax requirements on share transfers and relevant exemptions

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005: Regulations concerning financial promotions in relation to share transfers

Data Protection Act 2018 and UK GDPR: Requirements for handling personal information of parties involved in the share transfer

Money Laundering Regulations 2017: Due diligence requirements and verification procedures for parties involved in share transfers

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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