Deed of Assignment of Stock Subscription - Form Pro · PH-law

DEED OF ASSIGNMENT OF SHARES OF STOCK

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment of Shares of Stock (the "Deed") is made and executed by and between:

________, of legal age, Filipino, with Tax Identification Number ________, and residing at ________, hereinafter referred to as the "ASSIGNOR";

- and -

________, of legal age, Filipino, with Tax Identification Number ________, and residing at ________, hereinafter referred to as the "ASSIGNEE".

(The ASSIGNOR and the ASSIGNEE are hereinafter collectively referred to as the "Parties" and individually as a "Party".)

WITNESSETH: That

WHEREAS, ________ (the "Corporation") is a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with Securities and Exchange Commission (SEC) Registration No. ________ and with principal office address at ________;

WHEREAS, the ASSIGNOR is the registered, legal, and beneficial owner and holder of Stock Certificate No. ________ (the "Stock Certificate") representing ________ (________) shares (the "Shares") of the capital stock of the Corporation, with a par value of ________ (Php ________) per share;

WHEREAS, the ASSIGNOR has fully paid the total subscription on the said Shares in the amount of ________ (Php ________);

WHEREAS, the ASSIGNOR desires to assign, transfer, and convey ________ (________) of the said Shares (the "Conveyed Shares") unto and in favor of the ASSIGNEE, and the ASSIGNEE is willing to accept the same, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the foregoing premises and the sum of ________ (Php ________), receipt of which in full is hereby acknowledged by the ASSIGNOR to its entire satisfaction, the Parties hereby agree as follows:

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

§ 3. Taxes and Fees. The Capital Gains Tax due on the transfer of the Conveyed Shares, pursuant to the National Internal Revenue Code of 1997, as amended, shall be for the account of the ________. The Documentary Stamp Tax ("DST") due under Section 175 of the same Code shall be filed and paid within five (5) days after the close of the month when the Conveyed Shares were transferred, and shall be for the account of the ________. For purposes of this Deed, the Conveyed Shares shall be deemed transferred upon the indorsement of the Stock Certificate. All other taxes, fees, and expenses incidental to this transaction shall be borne in accordance with applicable law.

§ 4. Representations and Warranties of the ASSIGNOR. The ASSIGNOR hereby represents and warrants unto the ASSIGNEE that:

(a) the ASSIGNOR is the sole, lawful, registered, and beneficial owner of the Conveyed Shares;

(b) the Conveyed Shares are free and clear of any and all liens, encumbrances, claims, charges, pledges, options, or other adverse interests of any nature whatsoever;

(c) the ASSIGNOR has the full legal right, power, capacity, and authority to assign, sell, cede, transfer, and convey the Conveyed Shares;

(d) the subscription on the Conveyed Shares has been fully paid and the same are non-assessable; and

(e) the execution and delivery of this Deed does not contravene any provision of law, the Articles of Incorporation or By-Laws of the Corporation, or any agreement to which the ASSIGNOR is a party.

§ 5. Warranty Against Eviction. The ASSIGNOR warrants the legal and peaceful possession and ownership by the ASSIGNEE of the Conveyed Shares and shall defend the same against the lawful claims of any third person, in accordance with Articles 1547 and 1628 of the Civil Code of the Philippines.

§ 6. Further Assurances. The ASSIGNOR shall, from time to time and upon the reasonable request of the ASSIGNEE, execute and deliver such further instruments and do such further acts as may be necessary or desirable to give full effect to this Deed and to perfect the transfer of the Conveyed Shares.

§ 7. Data Privacy. The Parties consent to the collection, use, and processing of their personal data contained in this Deed solely for purposes of giving effect to this transaction and complying with applicable legal and regulatory requirements, in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules and regulations.

§ 8. Governing Law and Venue. This Deed shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this Deed shall be brought exclusively before the competent courts of ________, to the exclusion of all other venues.

§ 9. Entire Agreement and Severability. This Deed constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Should any provision hereof be declared invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have hereunto set their hands this ________, in the City/Municipality of ________, Province of ________, Republic of the Philippines.

________
Assignor
TIN - ________

________
Assignee
TIN - ________

Signed in the presence of:

________        ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES     )
PROVINCE OF ________     )
CITY OR MUNICIPALITY OF ________     ) S.S.

BEFORE ME, a Notary Public for and in the City or Municipality of ________, ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________;

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________.

known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Shares of Stock, and they acknowledged to me that the same is their own free and voluntary act and deed, as well as that of the entities they respectively represent, if any.

This instrument, consisting of ________ page/s, including the page on which this acknowledgment is written, has been signed on each and every page thereof by the Parties and their instrumental witnesses, and refers to a Deed of Assignment of Shares of Stock.

WITNESS MY HAND AND SEAL on the day and place first above written.

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.