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This articles describes our Share Transfer Agreement which you will find among our free templates.
The purpose of the agreement is to clarify which parties the transfer is between, when the transfer took place, how many shares were transferred and at what price. This article goes through the agreement paragraph by paragraph. Some parts of the agreement are self explanatory and have been skipped.
1.1
This specifies who the the seller and who the buyer is. If the parties have Swedish personal- or corporate registration numbers (“organisationsnummer”), this is sufficient to identify them. If a party is non-Swedish we recommend that you add the address. If there is some other form of registration number or LEI-number (Legal Entity Identifier) it is recommended that you add that information to make it clearer who the parties are.
1.2
This paragraph clarifies how many shares are being transferred. If a company does a share split, it may otherwise be ambiguous whether the number of shares refers to the number of shares before or after the split. But if both the total number of shares that the company has and the quota value is mentioned, then there is no uncertainty.
1.5
It is the seller’s responsibility to inform the company of the fact that a transfer has taken place. The company then has the responsibility to update the share register. If the share register is kept in StartupTools’ platform, then you as the buyer can easily log in and see your holdings.
Please note that the transfer happens when the agreement is entered into, not when the payment has been made. This may be important, for example if the company pays a dividend or is going to have a shareholders meeting soon, since this may determine who has the right to receive the dividend and to vote at the meeting. If the transfer (sale) leads to a profit or a loss it is also important to know which year it happened, since it determines when the profit or loss should be reported to the tax authorities. This is especially important if the transfer happens at the end of December, but the payment only happens in January.
1.6
The articles of association may contain regulations regarding the right to transfer shares. These regulations may be a right of first refusal, post purchase sale obligation and that the board needs to approve the transfer. The right of first refusal obliges the seller to offer the existing shareholders the right to purchase the shares first. The post purchase obligation means the same thing, but puts the obligation on the buyer instead of the seller. When the seller gets the approval from the other shareholders, that is, that they refrain from their right of first refusal, it should also be clarified that they also refrain from the right according to the post purchase obligation. And if the right of first refusal and the post purchase obligation exists in the shareholders’ agreement, then that should of course also be included.
If board approval is required by the articles of association (“samtyckesförbehåll”) then the board must make a formal decision to approve of the transfer. We discourage companies to include this in the articles of association, but if you have it, then it is important that the board actually gives its approval.
If there are no restrictions regarding the transfer in the articles of association, then this paragraph can be omitted.
1.7
This paragraph should be included if you have a shareholders’ agreement. Most shareholders’ agreements have a right of first refusal and post purchase obligations (and of course they should be the same as those in the articles of association). Here you confirm that that the other shareholders have waived their rights according to the shareholders’ agreement.
1.8
This paragraph is important in order to clarify that the shares have not been pledged as collateral, which otherwise would have prevented the transfer.
1.9
This paragraph stipulates that the venue for dispute resolution should be arbitration mediated by the Stockholm Chamber of Commerce. The alternative would be that the dispute is settled in court. The difference is that arbitration is faster and confidential. However, it is also more expensive.
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