Deed Of Assignment Of Shares Template for Ireland

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares

"I need a Deed of Assignment of Shares to transfer 10,000 ordinary shares in my Irish tech startup from the founding shareholder to a new venture capital investor, with completion scheduled for March 15, 2025, including drag-along rights and standard warranties."

Document background
The Deed of Assignment of Shares is a crucial document in Irish corporate transactions, used when transferring ownership of shares in an Irish company. This formal deed is required when parties wish to ensure the highest level of enforceability and certainty in their share transfer arrangement. Unlike a simple share transfer form, this deed provides comprehensive protection through detailed warranties, representations, and covenants. It is particularly important in private company transactions where shares are not traded on a public exchange. The document must comply with the requirements of the Companies Act 2014 and considers stamp duty implications under Irish tax law. Common scenarios for its use include corporate restructuring, investment transactions, succession planning, or as part of larger merger and acquisition deals.
Suggested Sections

1. Parties: Identification of the Assignor (transferor) and Assignee (transferee) with full legal names and addresses

2. Background: Recitals explaining the context of the transfer, including details of the Company whose shares are being transferred and the Assignor's ownership of the shares

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

4. Agreement to Assign: The operative clause containing the formal assignment of the shares from Assignor to Assignee

5. Consideration: Details of the payment or other consideration for the transfer

6. Completion: Specifications of when and how the transfer will be completed, including delivery of share certificates and payment arrangements

7. Assignor's Warranties: Standard warranties regarding ownership, right to transfer, and absence of encumbrances on the shares

8. Power of Attorney: Appointment of the Assignee as the Assignor's attorney to execute any necessary documents to perfect the transfer

9. Further Assurance: Commitment to execute any additional documents necessary to give effect to the transfer

10. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction

11. Execution: Formal execution blocks for signing as a deed, including witness requirements

Optional Sections

1. Tax Covenant: Additional provisions dealing with tax liabilities, used when specific tax arrangements need to be agreed between the parties

2. Company Consent: Required if the company's articles of association require director or shareholder approval for transfers

3. Spousal Consent: Required if the shares form part of family property under Irish law

4. Non-Competition Covenant: Used when the Assignor needs to be restricted from competing post-transfer

5. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in the sale

6. Tag-Along Rights: Included when minority shareholders should have the right to join in the sale on same terms

7. Conditions Precedent: Used when the transfer is subject to certain conditions being met before completion

Suggested Schedules

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

2. Schedule 2 - Company Details: Full details of the Company whose shares are being transferred, including registration number and registered office

3. Schedule 3 - Warranties: Detailed warranties given by the Assignor regarding the shares and the Company

4. Schedule 4 - Completion Requirements: List of documents to be delivered and actions to be taken at completion

5. Appendix 1 - Share Transfer Form: Standard stock transfer form required for registration of the transfer

6. Appendix 2 - Board Resolution: Copy of board resolution approving the transfer (if required)

7. Appendix 3 - Existing Share Certificate: Copy of the existing share certificate(s) to be transferred

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

Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Telecommunications

Construction

Agriculture

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Development

Investment

Treasury

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Corporate Governance Officer

Compliance Officer

Business Development Director

Mergers & Acquisitions Manager

Share Registrar

Corporate Services Manager

Investment Banker

Tax Director

Industries
Companies Act 2014: Primary legislation governing company operations in Ireland, including share transfers, registration requirements, and corporate governance matters. Particularly relevant sections include those dealing with share transfer procedures, registration of transfers, and maintaining proper records.
Stamp Duties Consolidation Act 1999: Governs the stamp duty implications of share transfers in Irish companies. Share transfers are generally subject to 1% stamp duty on the consideration paid, with specific exemptions and reliefs available in certain circumstances.
Electronic Commerce Act 2000: Relevant for understanding the validity of electronic signatures and electronic execution of documents, which may be applicable in modern share transfer transactions.
Land and Conveyancing Law Reform Act 2009: While primarily dealing with land law, this Act contains important provisions regarding the execution of deeds in Ireland, including requirements for valid execution and witnessing.
Capital Acquisitions Tax Consolidation Act 2003: Important for understanding potential tax implications if the share transfer is part of a gift or inheritance rather than a sale.
Taxes Consolidation Act 1997: Relevant for understanding the capital gains tax implications of share transfers and any relief or exemptions that might be applicable.
Investment Intermediaries Act 1995: May be relevant if the share transfer involves regulated investment business or if any of the parties are investment intermediaries.
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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