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Share Purchase Agreement Between Shareholders Template for Pakistan

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for my technology startup in Lahore, where I'm selling 25% of my shares to an existing shareholder for PKR 5 million, with completion planned for March 2025."

Document background
The Share Purchase Agreement Between Shareholders is a crucial document used in Pakistani corporate transactions when existing shareholders wish to transfer ownership stakes among themselves. This agreement is essential for companies registered under Pakistani law, particularly private limited companies, where share transfers need to be documented and executed in compliance with the Companies Act 2017 and Securities Act 2015. The document serves multiple purposes: it records the terms of the share transfer, protects both parties' interests, ensures regulatory compliance, and provides clarity on warranties, representations, and post-completion obligations. It becomes particularly important in scenarios involving significant ownership changes, family business transitions, or strategic realignment of shareholder interests, and must incorporate specific requirements of Pakistani corporate law, including necessary board approvals and regulatory filings with the Securities and Exchange Commission of Pakistan (SECP).
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with complete legal names and addresses

2. Background: Context of the transaction, including company details and reason for the share transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Completion: Details of when and how the transfer will be completed, including conditions precedent

6. Payment Terms: Structure and timing of payment, including any installment arrangements

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Obligations of both parties before the completion date

10. Post-Completion Obligations: Obligations after the share transfer, including regulatory filings

11. Confidentiality: Provisions regarding confidential information and its protection

12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction details

13. Notices: Process for serving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Foreign Investment Compliance: Required when any party is a foreign national or entity, addressing FERA compliance

2. Tag-Along Rights: Optional protection for minority shareholders to join in the sale

3. Drag-Along Rights: Optional right for majority shareholders to force minorities to join the sale

4. Non-Competition: Restrictions on seller's future competitive activities, if relevant

5. Tax Indemnities: Specific tax-related indemnities beyond standard warranties

6. Earn-Out Provisions: Structure for additional payments based on future performance

7. Break Fee: Compensation payable if either party backs out of the transaction

8. Shareholder Approval: Required when company's articles mandate shareholder approval for transfers

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificate numbers

2. Company Information: Key company details including registration number, registered office, directors

3. Warranties: Detailed warranties given by the Seller regarding the company and shares

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

5. Encumbrances: List of any existing encumbrances on the shares

6. Corporate Authorizations: Copies of relevant board resolutions and authorizations

7. Payment Schedule: Detailed payment terms if payment is in installments

8. Regulatory Approvals: List of required regulatory approvals and their status

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 Teams

Legal

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Corporate Secretarial

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Risk Management

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

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