PandaTip: This is an agreement for the transfer of shares (or stocks). This share transfer agreement template is suitable for the transfer of shares in both private and public companies and can be used in place of a stock transfer form, or in addition to one. This share transfer agreement can also be amended to include any special terms connected with the transfer which would not be possible with a stock transfer form and is suitable for the transfer of shares in more than one company as well as multiple classes of shares.

Share Transfer Agreement Template

This share transfer Agreement (the “Agreement”) sets out the terms and conditions upon which [TRANSFEROR NAME] (the “Transferor”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS], will transfer certain shares held by him to [TRANSFEREE NAME] (the “Transferee”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS] (together, the “Parties”).

PandaTip:If the Transferor or Transferee are natural people (rather than companies) then you should amend the above clause like this: “[TRANSFEROR NAME] (the “Transferor”) holder of [TRANSFEROR ID DOCUMENT] number [TRANSFEROR ID NUMBER] and residing at [TRANSFEROR ADDRESS].”

PandaTip: If the shares being transferred are being sold then the ‘Transferor’ means the seller and the ‘Transferee’ means the buyer.

WHEREAS, the Transferor is the registered proprietor of those shares or stocks set out in Schedule A (the “Shares”).

WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such terms as are set out throughout this share transfer Agreement.

WHEREAS, the Transferee for his part is desirous of acquiring the Shares on such terms as are set out in this share transfer Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. TRANSFER OF SHARES It is agreed that:

1.1 the Transferor transfers absolutely all title over the Shares to the Transferee in consideration of that amount set out in clause 2.

1.2 the transfer is absolute and includes all rights and obligations connected to the Shares including but not limited to all rights to dividends, capital and voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and be paid to the Transferee.

1.3 the transfer is effective on the execution of this share transfer Agreement and payment of the amount set out in clause 2.

2. TRANSFER PRICE It is agreed that the Shares shall be transferred for the price of [PRICE].

PandaTip: Add in the cost here. If the shares are being transferred as a gift then you should list 10 USD as the cost. This is because in many states and countries a contract requires some detriment or loss on behalf of both Parties (even though it may be a nominal amount).

3. COST OF TRANSFER It is agreed that the cost of registering the transfer of the Shares (if any) will be borne by the Transferee.

PandaTip: Sometimes companies charge a fee for transferring shares and issuing new share certificates, it is likely to be under 50 USD but you may wish to check this out first. If you wish this cost to be borne by the Transferor or shared between the two Parties then you can amend the above clause.

4. EFFECT OF LACK OF FORMALITY It is agreed that should the envisaged transfer of shares fail to be effective due to a lack of formality (including but not limited to a failure to register the transfer correctly in the registers of the company or due to a refusal by the directors of the company whose Shares are being transferred) then the effect shall be the transfer of all beneficial interest in the Shares to the Transferee by the creation of a trust in favour of the Transferee as beneficiary in which the Shares comprise the subject, and the Transferor is the trustee.

5. WARRANTIES AND INDEMNITIES It is agreed that:

5.1 The Transferor warrants that he is the true owner of the Shares and is absolutely entitled to all of their benefit.

5.2 The Transferor warrants that he is not acting as a nominee or trustee and that no other rights exist in connection with the Shares.

5.3 The Transferor warrants that no charge or other obligation exists over the shares whether or not registered and they are completely unencumbered (excepting any obligation to payment of capital in the case of part paid shares).

5.4 Each Party hereby declares that they have all necessary powers and approvals to enter into this share transfer Agreement.

5.5 Each Party hereby declares that they are not aware of any matter within their control which might have any negative or adverse effect upon the performance of their obligations under this share transfer Agreement.

5.6 The rights, benefits, liabilities and responsibilities contained within the terms of this share transfer Agreement can be assigned by any Party with the prior written agreement of the other Party.

5.7 Any delay or failure to enforce the terms of this share transfer Agreement and any delay to act on a breach of its term by any party does not constitute a waiver of those rights.

5.8 Each Party hereby warrants that they will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this share transfer Agreement.

5.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

5.10 Except if it is clear from the wording of a clause and with regard to the whole of the share transfer Agreement that a specific clause is intended to mean otherwise than: any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa).

5.11 The heading titles contained within in this share transfer Agreement are included as an drafting reference only and for ease of reference, they do not comprise part of the share transfer Agreement.

5.12 This share transfer Agreement may be executed in more than one language by agreement between the Parties and if there arises some conflict between the various translation of this share transfer Agreement then the English version shall prevail.

5.13 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this share transfer Agreement in its entirety.

5.14 This share transfer Agreement can be executed either in one original or in more than one counterpart.

5.15 This share transfer Agreement is binding on both Parties by virtue of the conduct of both parties and in spite of any defect or error in the formality of its execution.

5.16 The Transferor hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the Transferee against any and all losses howsoever caused arising from a breach of the warranties or other terms of this share transfer Agreement.

6. VARIATION This share transfer Agreement may be varied and any variation must be made in writing by both Parties.

7. NOTICES Notices served pursuant to any term of this share transfer Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

8. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:

8.1 This share transfer Agreement is made under the exclusive jurisdiction of the laws of [STATE AND COUNTRY].

8.2 Disputes under this share transfer Agreement are subject to the exclusive jurisdiction of the courts of [STATE AND COUNTRY].

8.3 Notwithstanding the terms of 8.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.

PandaTip: If you do not wish to include the right to arbitration, or if you wish to choose a different arbitrator then you can amend or remove this clause. Arbitration sometimes serves to demonstrate that in the event of a dispute the Parties must attend a private arbitration hearing and cannot use the threat of legal action to force the other Party’s hand.

IN WITNESS WHEREOF, each of the Parties has executed this share transfer Agreement:

[TRANSFEROR]

_________________________________    ______________

[NAME], [TITLE]                                           DATE

[TRANSFERE]

_________________________________    ______________

[NAME], [TITLE]                                           DATE

Schedule A (the Shares)

The following shall comprise the Shares:

[SCHEDULE A]

PandaTip: This schedule should include all the shares or stocks being transferred under this share transfer agreement. If shares or stocks in more than one company are being transferred they should each have their own row in a table like the one below. You should set out the shares being transferred in as much detail as possible. Try to include the class of shares, the face value of the shares and whether or not they are paid up. We include some examples below:

Name and Address of Company

Number of Shares

Class of Shares

Face Value

%Paid Up

Those Securities Numbered

ABC Corporation Inc
Registered #: 123456

123 Main Street
Delaware
USA

1,040

Ordinary

1 USD each

100%

1-1040

XYZ Holding Corp Ltd
Registered #: 123456

Level 12
Company House

140-150 North Street

Tortuga, BVI

10,000

Preference

1 USD each

100%

20,001 to 30,000

Acorn Trading Inc
Registered #: 123456
British House

Thames Embankment
London, England

10

Ordinary

1,000 USD each

10%

1 to 10

PandaTip: WARNING! The transfer of partly paid shares (less than 100%) creates an obligation on the transferee and is the same as transferring a debt. In the last example (Acorn Trading) the receipt of these shares would create a 9,000 dollar obligation on the new shareholder.

PandaTip: You may wish to initial the pages in this agreement to ensure that the schedule could not be changed later.

Approved by industry professionals
Get this template