The Assets-for-shares agreement (in terms of S42 of the Income Tax Act) is a robust agreement that has been drafted for entities that are selling their businesses as going concerns and structuring such in terms of s42 of the Income Tax Act.

PLEASE NOTE this agreement must be used in conjunction either with the unilaterally-applicable confidentiality undertaking that the seller may require of the purchaser, or the bi-laterally applicable confidentiality agreement that both parties may require of each other; both of the latter legal documents are available on this site and their conclusion is a suspensive condition of the sale of business agreement. Please ensure that the necessary confidentiality document is purchased and executed PRIOR to the conclusion of the sale of business agreement. Please also ensure that the necessary individual confidentiality undertaking is purchased.

This ASSETS-FOR-SHARES AGREEMENT IN TERMS OF S42 OF THE INCOME TAX ACT:

  • is legally substantive (24 pages in total); please feel free to look at the explanatory notes below and compare the substance of this agreement to others for sale elsewhere;
  • is bordered;
  • has pages numbered;
  • is fully justified;
  • is typed up using Tahoma font, size 10;
  • has been meticulously spell-checked;
  • is extremely professional in its appearance;
  • has several drafting notes therein to guide a legal practitioner;
  • may be printed onto 24 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 12 pages.).

This ASSETS-FOR-SHARES AGREEMENT IN TERMS OF S42 OF THE INCOME TAX ACT contains the following clauses:

  1. PARTIES
  2. DEFINITIONS AND INTERPRETATION
  3. RECORDAL
  4. SUSPENSIVE CONDITIONS (deals inter alia with VAT issues and s42 of the Income Tax Act issues)
  5. SALE AND VAT CONSIDERATIONS
  6. PURCHASE CONSIDERATION
  7. LOCK-IN PERIOD
  8. LIABILITIES
  9. STOCK COUNT
  10. RELEASE FROM GUARANTEES, SURETYSHIPS AND SUCH LIKE
  11. POSSESSION, OWNERSHIP AND CONTROL
  12. WARRANTIES
  13. EMPLOYEES
  14. INSOLVENCY ACT PROVISIONS
  15. SUNDRY PROVISIONS
  16. DEBTORS
  17. BREACH
  18. CONFIDENTIALITY
  19. DOMICILIUM AND NOTICES
  20. GENERAL

APPENDIX 1: LEASED ASSETS

APPENDIX 2: FIXED ASSETS

APPENDIX 3: INTELLECTUAL PROPERTY

APPENDIX 4: DEBTORS

APPENDIX 5: EMPLOYEES