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What is Share Transfer?

Share Transfer A Share Transfer Agreement is used to transfer ownership of shares from one party to another, specifying the parties involved, share details, and transfer conditions.



Sample template:



SHARE TRANSFER AGREEMENT


This Share Transfer Agreement (the "Agreement") is entered into as of [Date], by and between David M. Parker ("Transferor") and Emily L. Adams ("Transferee"), collectively referred to as the "Parties."

1. BACKGROUND

1.1. Company and Shares


Transferor is the registered and beneficial owner of 2000 shares (the "Shares") in [Company Name], a company incorporated under the laws of the United States, having its registered office at [Company Address] (the "Company"). The Shares represent a [#]% ownership interest in the Company, and the Parties now desire to transfer and assign the Shares from Transferor to Transferee.



2. SHARE TRANSFER

2.1. Transfer of Shares


Subject to the terms and conditions of this Agreement, Transferor agrees to sell, assign, and transfer to Transferee, and Transferee agrees to purchase and accept from Transferor, the Shares, free and clear of any liens, claims, encumbrances, or rights of others.



2.2. Purchase Price


The total purchase price for the Shares shall be $[Purchase Price], payable by [Payment Method] within [#] days of the execution of this Agreement (the "Closing").



2.3. Closing


The closing of the Share transfer shall occur at the offices of the Company, or at such other place as the Parties may agree, on the closing date specified in Section 2.2 or at such other date as the Parties may mutually agree in writing (the "Closing Date"). At the Closing, Transferor shall deliver to Transferee a duly executed and endorsed share certificate evidencing the Shares, together with all other necessary instruments and documents required to effectuate the transfer of the Shares to Transferee.



3. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee as follows:


3.1. Ownership of Shares


Transferor is the sole legal and beneficial owner of the Shares and has the full right, power, and authority to sell, assign, and transfer the Shares to Transferee in accordance with the terms of this Agreement without the consent of any third party.



3.2. No Encumbrances


The Shares are free and clear of any mortgages, liens, pledges, security interests, restrictions, or encumbrances of any kind.



3.3. No Breach


The execution, delivery, and performance of this Agreement by Transferor will not result in the breach of any agreement to which Transferor is a party or by which Transferor is bound.



3.4. Compliance with Laws


Transferor has not received any notice of, nor is Transferor aware of, any violation of any applicable federal, state, or local law, rule, or regulation relating to the ownership or operation of the Shares.



4. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor as follows:


4.1. Good Standing


Transferee is an individual in good standing and has the full right, power, and authority to enter into this Agreement and acquire the Shares in accordance with the terms of this Agreement without the consent of any third party.



4.2. No Conflict


The execution, delivery, and performance of this Agreement by Transferee will not conflict with or result in the breach of any agreement to which Transferee is a party or by which Transferee is bound.



5. INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties, or covenants set forth in this Agreement.



6. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United States. The Parties agree to submit to the exclusive jurisdiction of the courts of the United States in the event of any dispute arising out of or in connection with this Agreement.



7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any and all prior or contemporaneous understandings or agreements between the Parties, whether oral or written, concerning the subject matter hereof. This Agreement may not be amended or modified except in writing and executed by the Parties.



8. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

[Transferor Signature Block]
________________________
David M. Parker

[Transferee Signature Block]
________________________
Emily L. Adams

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Sections of a Share Transfer


In this Share Transfer Agreement, you will see the following sections:

  1. Background
  2. Share Transfer
  3. Representations and Warranties of Transferor
  4. Representations and Warranties of Transferee
  5. Indemnification
  6. Governing Law; Jurisdiction
  7. Entire Agreement
  8. Counterparts


Going indepth - Analysis of each section:

  1. Background : This section provides an overview of the agreement, including the parties involved, the company, and the shares being transferred. It's like setting the stage for a play, introducing the main characters and their roles.

  2. Share Transfer : This section outlines the specifics of the share transfer, including the transfer of shares, purchase price, payment method, and closing details. Think of it as the main event in the play, where the action takes place.

  3. Representations and Warranties of Transferor : This section lists the promises and guarantees made by the person selling the shares (Transferor). It's like a seller assuring a buyer that the car they're selling is in good condition and has no hidden issues.

  4. Representations and Warranties of Transferee : This section lists the promises and guarantees made by the person buying the shares (Transferee). It's like a buyer assuring a seller that they have the money and authority to purchase the car.

  5. Indemnification : This section states that each party will protect and compensate the other party for any losses or damages resulting from a breach of the agreement. It's like an insurance policy, providing protection in case something goes wrong.

  6. Governing Law; Jurisdiction : This section specifies the laws that will govern the agreement and the courts that will have jurisdiction over any disputes. It's like choosing the rulebook and referee for a game.

  7. Entire Agreement : This section states that the agreement is the complete and final understanding between the parties and supersedes any previous agreements. It's like saying, "This is it; there's nothing more to discuss."

  8. Counterparts : This section allows the agreement to be signed in separate copies, each considered an original. It's like having multiple copies of a contract, all equally valid and enforceable.

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