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Deed Of Assignment Of Shares Of Stock
"I need a Deed of Assignment of Shares of Stock to transfer my 1,000 ordinary shares in my family business to my daughter, with completion scheduled for March 15, 2025, including standard warranties and a board position resignation clause."
1. Parties: Identifies and defines the Assignor (current shareholder) and Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Recitals explaining the context of the share transfer, ownership status, and intention to assign
3. Definitions and Interpretation: Defines key terms used in the deed and sets out interpretation principles
4. Agreement to Assign: Core provision establishing the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the share transfer
6. Completion: Specifies the completion date and actions required to effect the transfer
7. Assignor's Warranties: Warranties regarding ownership, right to transfer, and status of the shares
8. Powers of Attorney: Appointment of powers to ensure completion of the transfer
9. Further Assurance: Obligation to do all things necessary to perfect the transfer
10. Governing Law and Jurisdiction: Specifies the governing law and jurisdiction for disputes
11. Execution: Formal execution blocks for all parties
1. Conditions Precedent: Used when the transfer is subject to certain conditions being met first, such as regulatory approvals
2. Security Interests: Required if there are any existing charges or encumbrances on the shares
3. Tax Indemnity: Include when specific tax arrangements or indemnities are required
4. Confidentiality: When parties wish to keep the transfer details confidential
5. Multiple Assignors/Assignees: Additional provisions for when there are multiple transferring parties
6. Director Resignation: Include when the assignor is also resigning as a director
7. Non-Competition: Used when restraint provisions are required for the departing shareholder
8. Spousal Consent: Required if shares are held jointly or affected by marriage rights
1. Schedule 1 - Share Details: Details of the shares being transferred including class, quantity, and distinctive numbers
2. Schedule 2 - Company Details: Company information including ACN, registered office, and current directors
3. Schedule 3 - Transfer Form: Standard share transfer form as required by the Corporations Act
4. Schedule 4 - Existing Encumbrances: List of any existing charges or encumbrances on the shares
5. Schedule 5 - Required Consents: List of third-party consents required for the transfer
6. Appendix A - Company Constitution: Copy of the current constitution (if relevant to transfer restrictions)
7. Appendix B - Shareholders Agreement: Copy of any shareholders agreement affecting the transfer
Authors
Assignee
Assignor
Assignment
Assignment Date
Board
Business Day
Company
Completion
Completion Date
Consideration
Constitution
Corporations Act
Dollars
Encumbrance
Existing Shareholders Agreement
Government Agency
GST
GST Act
Losses
Party
Related Body Corporate
Relevant Interest
Share Certificate
Shareholders
Shares
Share Transfer Form
Stamp Duty
Transfer
Transfer Date
Warranties
ASIC
ASX
Claims
Consent
Directors
Duty
Law
Notice
Permitted Encumbrance
Representatives
Security Interest
Subsidiary
Assignment
Consideration
Conditions Precedent
Completion
Warranties
Representations
Share Transfer
Security Interests
Confidentiality
Tax Obligations
Stamp Duty
Further Assurance
Powers of Attorney
Notices
Assignment Rights
Governing Law
Dispute Resolution
Costs
GST
Severability
Entire Agreement
Variation
Waiver
Counterparts
Independent Legal Advice
Director Resignation
Non-Competition
Indemnification
Time of Essence
Force Majeure
Third Party Rights
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Mining
Real Estate
Agriculture
Construction
Education
Transportation
Energy
Telecommunications
Legal
Finance
Corporate Governance
Compliance
Company Secretariat
Board of Directors
Executive Leadership
Mergers & Acquisitions
Investment
Risk Management
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Company Director
Compliance Officer
Investment Manager
Corporate Governance Manager
Managing Director
CEO
Board Member
Financial Controller
Business Development Manager
Private Equity Manager
M&A Specialist
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