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Share Sale Agreement – 13 pages Long

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Share Sale Agreement

Shares – Provided by Australian Govt – Please visit for more information

If a company with share capital issues shares, they must keep a record of all the shares they’ve issued. This record is sometimes called ‘the register’ or the ‘share register’.

The register must have information about the company’s members (or shareholders) and the number of shares in the company. 

Members

The register must contain the following information about each member:

  • their name and address
  • the date their name was added to the register, and
  • the shares held by each member.

The register must also show if the member has any shares that are not beneficially held. Beneficially held means that the owner of the shares gets the direct benefit from the shares. For example, benefits could include dividend payments.

Shares held by a person as trustee, nominee or on account of another person are non-beneficially held (i.e. the member holds the share for the benefit of someone else). If the holder of the shares is a trustee or executor, the shares should show as not being beneficially held. This requirement does not apply to a listed company.

Any changes to a member’s personal details and/or their holdings must be recorded in the register.

Shares

The register must have information about shares including:

  • the date of every allotment (or issue) of shares
  • the number of shares in each allotment
  • the class (or classes) of shares
  • the share numbers (if any), or share certificate numbers (if any), of the shares
  • whether the shares are fully paid (including the amount paid on the shares and the amount unpaid on the shares, if relevant).

Information you must send to us

You must provide information on your register to ASIC.

Information about members

Proprietary companies must tell us of any changes to member details using a Change to company details (Form 484). Public companies do not need to supply this information.

If the company has more than 20 members you must tell us of changes affecting the top 20 members in each class of share. You would need to submit a Change to company details if:

  • a person who was not previously in the top 20 members of a class joins those ranks or
  • a person who was previously in the top 20 members of a class drops out of those ranks

A Change to company details is also used to tell us when a person in the top 20 members of your proprietary company:

  • transfers their shares to another person
  • increases or decreases their shareholding
  • changes their shares from beneficially to non-beneficially held (or vice versa)
  • increases the amount paid on their shares.

These changes can be the result of the company:

  • issuing more shares
  • the person acquiring shares from another member
  • another member ceasing to be in the top 20 or 
  • any combination of these.

Information about shares

All companies need to tell us:

  • when they issue or cancel shares and
  • when they make changes to their share structure.

The transactions you need to complete are outlined below.

Issues of shares

When any company issues shares they must tell us within 28 days after the issue by lodging a Change to company details. This form asks for information about the:

  • number of shares issued
  • class to which each share belongs
  • amount (if any) paid, or agreed to be paid, on each of the shares
  • amount unpaid (if any) on each of the shares.

A company can issue different classes of shares. The rights and restrictions attached to shares in a class distinguish it from other classes. A company can use standard class titles such as ordinary, A class or B class shares etc. or choose their own title for each class of share. 

Contract for Sale of SharesSale of Shares Agreement

A Contract for Sale of Shares agreement applies when a private company sells any shares. The Contract for share sale agreement clarifies each party’s legal rights and the buyer will be relying on their own due diligence to minimise the risks of the deal. 

Share Sale Agreement contains the usual provisions in relation to sale of business including:

 

  • Assets
  • Consideration
  • Deferred consideration
  • Completion
  • Post completion obligations
  • Assignment of Contracts
  • Employees
  • Liabilities
  • Restrictive covenants

Plus variables are included in six schedules for ease of drafting:

  • SCHEDULE 1:Consideration,deposit,business,domain names, email addresses
  • SCHEDULE 2: Equipment:
  • SCHEDULE 3:List of Guarantees
  • SCHEDULE 4:List of Creditors
  • SCHEDULE 5:List of Debtors
  • SCHEDULE 6:Work in Progress (WIP)

13 pages long.

  

 

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