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Restricted Share Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for transferring 10,000 Class B shares to a senior employee, with a 3-year lock-up period and tag-along rights, to be completed by March 2025."

Document background
A Restricted Share Purchase Agreement is commonly used when companies want to maintain control over share ownership and transfer, particularly in private companies or employee share schemes. The agreement, governed by English and Welsh law, sets out the terms of sale, including price, payment terms, and specific restrictions on the shares. These restrictions might include lock-up periods, transfer limitations, or voting restrictions. The document ensures compliance with the Companies Act 2006 and other relevant legislation while protecting the interests of both the company and its shareholders.
Suggested Sections

1. Parties: Details of the seller and purchaser of the restricted shares

2. Background: Context of the agreement and basic information about the company and shares

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer including price and payment terms

5. Restrictions on Shares: Details of transfer restrictions, lock-up periods, and conditions

6. Representations and Warranties: Standard warranties from both parties regarding capacity and authority

7. Completion: Mechanics of completing the share transfer

Optional Sections

1. Employee Provisions: Required if shares are part of employee compensation - includes specific terms for employee shareholders

2. Tag-Along Rights: Rights of minority shareholders to join in sale - included when protecting minority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minorities to join sale - included when majority shareholder protection needed

4. Voting Rights: Special voting arrangements - included when shares carry specific voting rights

Suggested Schedules

1. Share Certificate: Copy of the share certificate(s) being transferred

2. Transferor's Details: Detailed information about the seller including KYC documentation

3. Company Information: Key details about the company including capital structure and shareholding pattern

4. Transfer Form: Stock transfer form in prescribed format

5. Restriction Details: Detailed terms of share restrictions including lock-up periods and transfer conditions

6. Tax Elections: Any relevant tax forms or elections required for the share transfer

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing corporate matters including share capital, share classes, directors' duties, share transfer provisions, pre-emption rights, and registration requirements

Financial Services and Markets Act 2000: Regulates financial promotion restrictions, regulated activities, and investor protection provisions in relation to share transactions

Employment Rights Act 1996: Relevant when shares are part of employee compensation or benefits packages

Income Tax Act 2007: Governs taxation implications for share transfers and associated income

Corporation Tax Act 2010: Covers corporate tax implications related to share transactions and company restructuring

Taxation of Chargeable Gains Act 1992: Addresses capital gains tax implications of share transfers and disposals

UK Listing Rules: Regulatory requirements for listed companies regarding share transactions and disclosures

Market Abuse Regulation (MAR): Prevents market manipulation and insider trading in share transactions

FCA Handbook: Financial Conduct Authority guidelines and requirements for share transactions and financial instruments

Articles of Association: Company's internal regulations governing share transfers and restrictions

Data Protection Act 2018: Ensures compliance with GDPR requirements in handling personal data during share transactions

Contract Law: General principles of English contract law applicable to share purchase agreements

Equitable Principles: Legal principles relating to fairness and restrictions on shares

Common Law: Established case law principles governing transfer of property and shares

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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