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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."
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
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
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
Assignor
Assignment
Board
Business Day
Company
Completion
Completion Date
Consideration
Deed
Directors
Encumbrance
Execution Date
Group
Irish Companies Act
Parties
Related Companies
Relevant Securities
Share Certificate
Shares
Share Transfer Form
Shareholders' Agreement
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Assignment
Consideration
Completion
Conditions Precedent
Warranties and Representations
Title Warranties
Power of Attorney
Further Assurance
Tax Covenants
Stamp Duty
Company Consent
Non-Competition
Confidentiality
Notices
Costs and Expenses
Severability
Entire Agreement
Variation
Assignment and Transfer
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Execution
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Energy
Telecommunications
Construction
Agriculture
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Tax
Corporate Development
Investment
Treasury
Risk Management
Corporate Governance
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
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