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Shareholder Redemption Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Redemption Agreement

"I need a Shareholder Redemption Agreement for our UK-based tech startup to buy back 15,000 Series A shares from an early investor who is exiting, with completion planned for March 2025 and payment to be made in three installments."

Document background
The Shareholder Redemption Agreement is typically used when a company wishes to reduce its share capital by buying back shares from existing shareholders. This might occur during business restructuring, exit planning, or as part of a broader corporate strategy. The agreement, governed by English and Welsh law, must comply with the Companies Act 2006 and includes essential elements such as share valuation, payment terms, and completion mechanics. It's particularly important for ensuring the transaction is properly documented and legally compliant, protecting both the company and the selling shareholders.
Suggested Sections

1. Parties: Details of the company and the selling shareholder(s)

2. Background: Context of the redemption, including current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Agreement to Redeem: Core terms of the redemption including number of shares and price

5. Completion: Mechanics and timing of the redemption process

6. Warranties: Standard warranties from both company and selling shareholder

7. Payment Terms: Details of how and when payment will be made

8. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Tax Provisions: Specific tax arrangements and indemnities - include when complex tax implications exist

2. Staged Redemption: Terms for phased share redemption - include when redemption occurs in multiple tranches

3. Non-Competition: Restrictions on selling shareholder's future activities - include when selling shareholder is key personnel

4. Confidentiality: Terms regarding confidential information - include when sensitive information is involved

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being redeemed including class and numbers

2. Schedule 2 - Completion Requirements: List of documents and actions required at completion

3. Schedule 3 - Calculation of Redemption Price: Formula or method for determining share value

4. Schedule 4 - Board Resolutions: Required corporate approvals

5. Schedule 5 - Tax Clearances: Copies of relevant tax clearances if obtained

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
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Industries

Companies Act 2006: Primary legislation governing company operations, specifically Parts 17-23 regarding share capital and transfers, Sections 658-737 on share capital reduction and redemption, requirements for shareholder resolutions, and directors' duties (Sections 171-177)

Financial Services and Markets Act 2000: Key legislation covering regulations regarding financial promotions and market abuse provisions that may affect share redemption processes

Corporation Tax Act 2010: Legislation governing tax implications of share redemptions and treatment of distributions in corporate contexts

Income Tax Act 2007: Legislation covering personal tax implications for shareholders involved in share redemption transactions

FCA Handbook: Regulatory framework containing detailed rules and guidance for regulated entities engaging in share redemption activities

UK Corporate Governance Code: Set of principles and provisions for good corporate governance practices that may apply to share redemption processes

UK Listing Rules: Regulations applicable to listed companies conducting share redemptions, including disclosure requirements and procedural rules

Share Valuation Case Law: Relevant legal precedents and judicial decisions regarding methods and principles of share valuation in redemption contexts

Minority Shareholder Rights: Common law principles and precedents protecting minority shareholder interests during share redemption processes

Articles of Association: Company's constitutional document that may contain specific provisions regarding share redemption procedures and restrictions

Pre-emption Rights: Legal and contractual rights that may affect the process of share redemption, including statutory pre-emption rights under the Companies Act

Distributable Reserves Rules: Legal requirements regarding company's distributable reserves position necessary for implementing share redemptions

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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