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Share Transfer Agreement Private Company Template for Ireland

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Key Requirements PROMPT example:

Share Transfer Agreement Private Company

"I need a Share Transfer Agreement Private Company for transferring 500 ordinary shares in my Irish tech startup to a new investor, with completion scheduled for March 15, 2025, including standard warranties and a non-compete clause for the transferor."

Document background
The Share Transfer Agreement Private Company is a crucial document used in Irish corporate transactions when ownership of shares in a private company needs to be transferred from one party to another. This agreement is essential for documenting the terms and conditions of the share transfer, ensuring compliance with the Companies Act 2014 and other relevant Irish legislation. It typically includes details about the shares being transferred, the purchase price, warranties from the transferor regarding share ownership and authority to sell, and completion mechanics. The document is particularly important for maintaining proper corporate records, satisfying regulatory requirements, and protecting both parties' interests in the transaction. It must be drafted in accordance with Irish law and should consider any specific requirements in the company's constitution regarding share transfers.
Suggested Sections

1. Parties: Identifies and defines the Transferor(s) and Transferee(s) and their respective addresses

2. Background: Recitals explaining the context of the transfer, including details about the company and the reason for the transfer

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Agreement to Transfer: Core provision detailing the agreement to transfer the shares from transferor to transferee

5. Consideration: Specifies the purchase price or other consideration for the shares

6. Completion: Details of when and how the transfer will be completed, including specific actions required

7. Transferor's Warranties: Standard warranties given by the transferor regarding ownership, authority to sell, and status of shares

8. Tax Provisions: Provisions dealing with stamp duty and other tax implications of the transfer

9. Confidentiality: Obligations regarding confidentiality of the transaction and company information

10. Notices: Procedure for serving notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Transferee's Warranties: Warranties from the transferee, typically used in larger transactions or where specific assurances are required

2. Pre-completion Obligations: Used when there is a gap between signing and completion, specifying conduct requirements during this period

3. Post-completion Obligations: Required when specific actions need to be taken after completion, such as company notifications or regulatory filings

4. Non-competition Provisions: Used when the transferor needs to be restricted from competing post-transfer

5. Board Approval: Required when company's constitution requires specific board approval process

6. Tag-along/Drag-along Rights: Included when other shareholders have specific rights that need to be addressed

7. Security Interest Provisions: Required when shares are subject to any security interests that need to be released

8. Power of Attorney: Optional provision allowing the transferee to execute documents on behalf of the transferor if needed

Suggested Schedules

1. Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and share class

2. Company Information: Key details about the company including registered office, registration number, and share capital structure

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Stock Transfer Form: Standard form required for the transfer of shares

5. Warranties: Detailed list of warranties given by the transferor (and transferee if applicable)

6. Board Resolution: Form of board resolution approving the transfer (if required)

7. Regulatory Approvals: List of any required regulatory approvals and related documentation

8. Existing Encumbrances: Details of any existing charges or encumbrances on the shares

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
































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Construction

Energy

Agriculture

Transportation

Hospitality

Media and Entertainment

Telecommunications

Education

Mining and Resources

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Governance

Risk Management

Business Development

Investment

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Financial Director

Compliance Officer

Corporate Governance Manager

Tax Manager

Investment Manager

Business Development Director

Managing Director

Board Member

Shareholder

Private Equity Manager

M&A Director

Company Director

Risk Manager

Industries







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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