EXPLANATORY NOTES: AGREEMENT FOR THE SALE OF SHARES AND CLAIMS ON LOAN ACCOUNT IN A COMPANY, WHERE THE ONLY ASSET OF THE COMPANY IS IMMOVABLE PROPERTY (AND NOT A BUSINESS)
This agreement is for use where the asset is immoveable property and NOT a business. It may be used where the underlying immovable property is for residential or commercial purposes. The tax treatment is different when the immovable property is for residential as opposed to commercial purposes and we have included a guidance note in the document to assist therewith.
This is a very detailed agreement that may be used to effect the sale of shares and claims on loan account in a private company, where the sole asset of that company is immovable property (and not a business).
This agreement is subject to suspensive conditions. Please pay attention to our extensive drafting notes in the agreement regarding suspensive conditions.
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 the 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 agreement. Please ensure that the necessary confidentiality document is purchased and executed PRIOR to the conclusion of the sale agreement. Please also ensure that the necessary individual confidentiality undertaking is purchased.
IT IS NECESSARY to ensure that the relevant confidentiality arrangements are in place, especially if the transaction does not go through. All necessary confidentiality undertakings (both corporate and individual) as well as confidentiality agreements are available for sale on this site at nominal prices.
This SALE OF SHARES AND CLAIMS IN A COMPANY OWNING ONLY IMMOVABLE PROPERTY agreement:
- is legally substantive (22 pages in total; 1.5 spacing); 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 Bookman Old Style font, size 11;
- 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 22 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 12 pages.
This SALE OF SHARES AND CLAIMS IN A COMPANY OWNING ONLY IMMOVABLE PROPERTY agreement contains the following clauses:
- DEFINITIONS AND INTERPRETATION
- SUSPENSIVE CONDITIONS
- SALE OF SHARES AND CLAIMS
- PURCHASE CONSIDERATION AND PAYMENT
- TRANFER OF SHARES
- DOCUMENTS TO BE DELIVERED BY THE SELLER
- CESSION, ASSIGNMENT AND DELEGATION OF THE CLAIMS
- RISK AND INSURANCE
- THE PROPERTY
- FINANCIAL STATEMENTS
- WARRANTIES CONCERNING THE SHARES AND THE CLAIMS
- INTEREST AND RATES
- RECIPROCAL UNDERTAKINGS AND GOOD FAITH
- RESOLUTION AND AUTHORITIES
- TRANSFER ASSISTANT
- EFFECTIVE CAUSE
- DOMICILIUM AND NOTICES
Please read carefully through the agreement and fill in all missing details; in preparing a signature document, please have regard to all the notes we have placed therein to assist you with the conclusion of a professional, legally binding agreement.