Thai Share Transfer Contract Sample

Thai Share Transfer Contract Sample - Examples - Bangkok Lawyers | Thai Law firm Online
Written by Bangkok Law Online
Preview template sample agreement share transfer private limited company. Agreements by Bangkok Law Online. Agreements used in Thailand practice business sale, legal Thai sample contracts, online contract drafting service in Thai and English by qualified business lawyers online.
Do not copy: (c) 2010
Thai Sample Agreements Online

SHARE TRANSFER AGREEMENT
(preview) THIS AGREEMENT is made on this __day of __ ____ 2010 between Mr _______ a ____ national holding passport no. ( The Purchaser) and ______ COMPANY LIMITED, a limited liability company registered under registration number _____ and incorporated under the laws of the Kingdom of Thailand with its registered address located at ____, Bangkok Thailand (_____) through its authorised Director Mr _____ a __ national holding passport no. ____. ( the Seller ). DEFINITION 1. In this Agreement the following terms shall have the following meanings. Accounts means the certified and audited accounts/ balance sheet of <> for the period <> to <>. Post-Completion Accounts means ____s balance sheet as at 31 December 2010 prepared using the same accounting principle policies, standards and practices as were used in the preparation of the Warranted Accounts, certified by its auditors and agreed by the purchasers auditors.
Warranted Accounts means the audited balance sheet and profit and loss account of ___ and the notes to them for the period 1st January 2008 to 31 December 2009.
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Companies Acts means sections 1096 to 1246 of the Civil and Commercial Code of Thailand. Business means the business carried on by _____; namely investment in land and property. Effective Date means 14 days before the day of transfer. Purchase Price means the price payable by the Purchaser for the Sale Shares as set in clause 4. Asset means __ rai __ Ngan __ Talan Wah piece of land located at ____ and edged in red on the title deed appended at Schedule 4. Representative means Mr. ___ copyright 2010 bangkok law online www.bangkoklawonline.com
Sale Price means __ baht.
Sale Shares means the ____ issued preference shares and ____ ordinary THB 100 shares in ____ registered in the names set out in Schedule 1. Clause and schedule means respectively clauses or schedules in this agreement unless the context shows a contrary meaning. in the agreed terms means in the form agreed by or on behalf of the Purchaser and the Seller before the date of this agreement.
now and today means at the date of this agreement. BACKGROUND 2. ____ is a company limited by shares incorporated in Thailand under the Civil and Commercial Code on ____ under company number: xxxxxx whose capital is now __ million THB (__,000,000 baht) divided into 9,800 preference shares and 10,200 ordinary shares of THB 100 each of which all of the ordinary shares have been issued and are fully paid up. SALE 3. Both parties agree that each of the registered shareholders of ____ Co., Ltd. shall sell with full title guarantee and the Purchaser shall buy the Sale Shares free from all encumbrances in
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two payments as follows: 3.1 On execution of this Agreement a payment in the sum of ____ (____) Baht only (Deposit) representing 50% of the entire purchase price. 3.2 Upon the transfer of the company and all its assets including the title to the land and house, a payment of ___ (____) Baht Only (Balance) representing the final 50% of the purchase price. PURCHASE PRICE 4. The agreed Sale Price for the Sale Shares and Assets of ____ shall be THB ____ (one thousand baht) for each Share making a total of THB ____ (____ baht). COMPLETION 5. The full (100%) transfer of the shares shall be completed on or before the Effective Date at the commercial registration department, Bangkok, Thailand. TRANSFER AGENDA 6. Upon execution of this Agreement and the transfer of the Deposit pursuant to clause 3 : 6.1 the authorized Director of ____ or its representative shall deliver to the Purchaser: 6.1.1 the original certificates for the Sale Shares and signed transfers of them in favor of the Purchaser or its nominees; 6.1.2 original signed Directors resignation forms from Mr ____ and Mr _____; 6.1.3 original waiver in the agreed terms by all the members of ____ of any preemption or other rights which they have in respect of shares in ____; 6.1.4 original seal of ____; 6.1.5 the original certificate of incorporation, seal and statutory registers of ____; and 6.1.6 the signed License Agreement allowing the Purchaser to occupy the Property Assets of ____. UNTIL FINAL COMPLETION 7. The Purchaser shall procure that until the Effective Date, the Directors of ____: 7.1 shall carry on ____s business in the ordinary and proper course and on the basis that the business is to continue; and 7.2 shall not without the prior written approval of Purchaser:
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7.2.1 enter into any contracts, arrangements or commitments other than of a bona fide commercial nature and in the ordinary course of business; 7.2.2 incur any liability or obligation nor enter into any contract obligation or commitment except in the ordinary course of business; 7.2.3 make any payment except payments of a routine nature; 7.2.4 alter the terms of employment of any of its employees; 7.2.5 alter the terms of trading with any suppliers or customers; 7.2.6 cancel or alter any of its existing insurance cover nor do anything which will affect its validity; 7.2.7 declare make or pay any dividend or other distribution; 7.2.8 enter into any contract obligation or commitment (express or implied) with any third party; 7.2.9 make any payment to or for the benefit (direct or indirect) of a third party; or 7.2.10 pass any resolution of its members; 7.2.11 issue any shares; 7.2.12 change the shareholding; 7.2.13 increase the share capital. COMPLETION TRANSACTIONS 8. Upon 14 days notice from the Seller of the date of transfer (Effective Date), 8.1 the Purchaser shall hold or cause to be held a board meeting of the incoming Director of ____ at which: - it shall be resolved that the transfers of the Sale Shares made under this agreement are approved for registration subject only to their being duly stamped; - it shall be resolved that Mr. ____ be appointed as replacement authorized Director of ____; - there shall be accepted the various resignations specified in clause 6.1; and - ____s Directors mandate to its bank shall be altered in such manner as the Purchaser directs. 8.2 The Directors of ____ shall execute and deliver to the Purchaser a Deed of Indemnity against taxation in the agreed terms (or) in the form of the specimen attached to this agreement; 8.3 There shall be procured release of all guarantees given by the Directors of ____ in respect of any bank overdraft or other bank liability or any hire-purchase lease or other agreement; 8.4 The Directors of ____ shall produce evidence of Inland Revenue clearance of the share exchange under this agreement pursuant to the Taxations Acts of Thailand. DIRECTORS WARRANTIES 9. The Directors of ____ jointly and severally warrant and undertake to the matters set out in
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schedule 2 appended hereto and incorporated herein by reference. LIMITATION OF DIRECTORS LIABILITY
10.1 ...... .. download this share transfer document as a template document, including sample scheduless here ............... ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ... 10.2 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
10.3 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
10.4 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
10.5 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...; 10.6 The Directors of ____ shall not be liable for any breach of obligation under this agreement to the extent that the breach has been occasioned by some act of the Purchaser and not induced by them or their agents. INDEMNITY 11. The authorized Director of ____, through its representative, Mr. ____, undertakes to the Purchaser to compensate the Purchaser and/or the Purchasers successors in title in full on demand for any depletion of the assets of ____ to include the Property Asset being transferred as part of this Agreement on the Effective Date :
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11.1 The authorized Director and/ or its representative undertakes to the Purchaser to compensate the Purchaser for any matters which gives rise to a claim by the Purchaser against the Director of ____ pursuant to clause 11; or 11.2 The payment by the Purchaser of any tax or duty of any kind assessed, charged or recovered on or from the Director and/or its representative of _____ in respect of any period prior to the Effective Date or the disallowance of claims or relief from taxation or duties given or due to the Director or its representative of _____ in respect of any such period, except (in each case) those duly provided for in the Warranted Accounts or which have been disclosed in writing to the Purchaser. CONTINUING LIABILITY 12. The expiration or earlier termination of this agreement shall not affect: 12.1 Such of its provisions as are expressed to operate or have effect afterwards; or 12.2 Any right of action already accrued to either party in respect of any breach of this agreement by the other party. CONFIDENTIAL 13. The existence of this agreement and its terms are confidential and none of the parties may disclose anything about this agreement or its subject matter or implementation to any person except: 13.1 If required by law to do so; or 13.2 In the form and terms previously agreed with the other parties; or 13.3 In confidence to his/her professional advisers. TITLE 14. The Purchaser shall accept without investigation or objection such title as the Directors of _____ have to all the Sale Shares. NON PERFORMANCE 15. If the Seller, for any reason, fails to transfer the Sale Shares in accordance with clause 3.1 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...; 16. In the event that the Seller fails, for any reason, to transfer the Sale Shares in ____ to the Buyer pursuant to this Agreement and Clause 3.2 above and/ or fails to register the transfer of the ownership of the Property to the Buyer on the Effective Date, or ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... .......................
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..................... .. ....... .. .. ...... .............. ...;
17. If the Purchaser ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...; ENTIRE UNDERSTANDING 18. This agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written express or implied other than those contained in this agreement. ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
RELEASE 19. The Purchaser may release or compromise the Directors liability under this agreement or any agreement mentioned in it or grant to the Directors of ____ time or other indulgence without affecting the Directors liability. NOTICES 20. ................. ...................... . 20.1 .............: - - ; - ; or - . 20.2 . 20.3 A notice shall be deemed to have been served: - ; - ; and - .
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DOCUMENTS ANNEXED 21. The documents referred to as annexed to this agreement or delivered to the Purchaser or the Purchasers lawyers a................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
INTERPRETATION 22. The effect of all obligations affecting the Purchaser under this agreement is cumulative and no obligation shall be limited or modified by any other of those obligations unless there is in this agreement an express limitation or modification. GOVERNING LAW AND JURISDICTION 23. This Agreement shall be governed by the laws of Thailand and shall be binding upon the parties hereto and their respective successors and assignees. Any dispute or controversy arising from or out of this Agreement shall be referred to arbitration using the Arbitration Rules of the Thai Arbitration Institute, Ministry of Justice. If the dispute is not settled by arbitration then the dispute or controversy may be brought before the Civil Courts of Thailand having jurisdiction thereto. This Agreement is made in duplicate, each with equal tenor and effect. Both parties have read and understood the purpose thoroughly and finding that the Agreement is in accordance with their intent in every respect, have set their hands and seals if any in the presence of witnesses in evidence hereof. Signed and sealed for and on behalf of ____
by: Mr. ____ Purchaser by: Mr ____ Seal of ____ Co., Ltd Director Witness Witness
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Thai Share Transfer Contract Sample - Examples - Bangkok Lawyers | Thai Law firm Online

Written by Bangkok Law Online

Do not copy: (c) 2010

Thai Sample Agreements Online

Sale Price means __ baht.

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