Share Contribution Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for transferring 10,000 ordinary shares from my personal holding company to a newly formed UK subsidiary, with completion scheduled for March 2025 and including specific tax-efficient structuring provisions."

Document background
A Share Contribution Agreement is commonly used in corporate restructuring, group reorganizations, or investment scenarios under English and Welsh law. This document is essential when shareholders wish to contribute their shares to another company, whether for tax efficiency, corporate restructuring, or strategic purposes. The agreement covers crucial aspects such as share details, warranties, completion mechanics, and regulatory compliance. It's particularly important in ensuring the contribution meets UK legal requirements and protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of the contributing shareholder(s) and the receiving company

2. Background/Recitals: Context of the share contribution and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including relevant legislation references (Companies Act 2006, Financial Services and Markets Act 2000, etc.)

4. Contribution Details: Specific details of shares being contributed, including number, class, and nominal value

5. Consideration: Details of any consideration being provided for the contribution

6. Completion: Mechanics and timing of the contribution completion

7. Warranties and Representations: Standard warranties regarding ownership, authority to contribute, and share status

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

Optional Sections

1. Tax Provisions: Specific provisions addressing tax treatment, stamp duty considerations, and capital gains implications

2. Regulatory Compliance: Provisions addressing FCA regulations, UK Listing Rules, and Money Laundering Regulations requirements

3. Share Rights: Details of any special rights attached to the shares and pre-emption rights considerations

4. Anti-dilution Provisions: Protections against future share value dilution

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being contributed including class, rights, and restrictions

2. Completion Requirements: List of documents and actions required for completion

3. Company Information: Details of the company whose shares are being contributed

4. Board Resolutions: Copies of relevant board resolutions approving the contribution

5. Share Certificates: Copies of relevant share certificates and transfer forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering share capital requirements, transfer procedures, directors' duties, share allotment rules, and pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services and markets, including provisions for regulated activities, financial promotion rules, and investment requirements

Corporation Tax Act 2010: Covers tax implications of share transfers and stamp duty considerations for corporate transactions

Finance Act: Various acts covering tax treatment of share contributions and capital gains implications

UK Listing Rules: Regulatory framework for listed companies, including disclosure requirements and compliance obligations

City Code on Takeovers and Mergers: Regulates corporate takeovers and mergers, including provisions that may be triggered by substantial share contributions

FCA Regulations: Financial Conduct Authority regulations governing regulated entities and financial transactions

Contract Law: Common law principles governing contract formation, consideration, and capacity to contract

Common Law Principles: Established legal principles including fiduciary duties and equitable considerations

Money Laundering Regulations 2017: Requirements for due diligence and verification of funds source in financial transactions

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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