Deed of Assignment Sample - Philippines

DEED OF ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
_____________________, a corporation duly organized and existing under Philippine

laws with principal office at ______________________________________ (hereinafter
referred to as the “Assignee”);
-and-
_____________________, of legal age, Filipino, married, and with postal address

________________________________, (hereinafter referred to as the “Assignor”);
(each of the Assignee and the Assignor is referred to herein as a “Party,” and all of them are collectively
referred to herein as the “Parties”).
WITNESSETH THAT:
WHEREAS, the Assignor is the registered owner of an aggregate total of ______( ) shares of stock
(“Shares”) with a par value of _____ pesos (P __) each share, or a total par value of
____________________ pesos (₱____), covered under Stock Certificate No. _____, of
_________________________________, a company organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal office address at
__________________________________________ (the “Company”);
WHEREAS, Assignee has offered to purchase and acquire such number of shares set out in Annex
A hereof (the “Subject Shares”) from the Assignor, and the Assignor has agreed to sell, transfer and convey
the Subject Shares to the Assignee under the terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants
herein contained, the Assignor hereby absolutely and irrevocably sells, transfers, and conveys all its rights,
title, and interest in and to the Subject Shares to and in favor of the Assignee, and the Assignee hereby
agrees to purchase and acquire the Subject Shares, under the following terms and conditions.
1. Purchase Price. The aggregate purchase price for the Subject Shares is
_______________________ (₱ ___) (the “Purchase Price”) paid by the Assignee to the Assignor on the
date hereof, receipt in full of which is acknowledged by Assignor.
(i) Delivery of Stock Certificate/s. Simultaneous with the execution of this Deed, Assignor shall
endorse, turn over, and deliver to the Assignee all the stock certificate/s covering the Subject
Shares in order that the Company may cancel the same and issue replacement stock certificates
in the name of the Assignee.
1
(ii) Authority to Record the Share Transfer. The Assignor and Assignee hereby jointly
authorize the President and Corporate Secretary of the Company to perform the following acts:
(i) cancel the stock certificate/s corresponding to the Subject Shares in the names of the
Assignor, (ii) record and register in the Stock and Transfer Book of the Company the sale and
transfer of the Subject Shares from the Assignor to the Assignee, and (iii) issue a new stock
certificate covering the Subject Shares in the name of the Assignee; provided, however, that
the foregoing acts shall be implemented only upon the receipt by the Company of the original
Tax Clearance Certificate and Certificate of Authority to Register duly issued by the Philippine
Bureau of Internal Revenue (“BIR”), together with the capital gains/donor’s and documentary
stamp tax returns (the “Tax Returns”) duly stamped received by the BIR, evidencing both the
(a) full payment of all the capital gains/donor’s and documentary stamp taxes due on the sale
of the Subject Shares, and (b) the BIR authorization to transfer the Subject Shares in the name
of the Assignee.
4. Taxes. Assignor shall be responsible for the payment and settlement of the Capital Gains Tax
and/or Donor’s Tax, if any, as well as the Documentary Stamp Taxes relative to the sale, transfer and
registration of the Subject Shares, on or before the due dates thereof in accordance with Philippine Laws
and regulations.
5. Irrevocable Proxy. Until the date legal title to the Subject Shares is registered in the name of the
Assignee in the books of the Company, the Assignee, or its duly-authorized representatives, is hereby
nominated, constituted and appointed as proxy of the Assignor, with power to represent the Assignor and
vote the Subject Shares registered in the names of the Assignor at any and all regular and special
stockholders meetings of the Company and adjournments and postponements thereof, as fully and for all
intents and purposes as if the Assignor were present and acting in person. This proxy is irrevocable and
coupled with an interest and shall continue to be valid and effective until such date that the legal title to the
Subject Shares is registered in the name of the Assignee in the books of the Company.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the Republic of the Philippines.
7. Dispute Resolution and Venue. Any dispute, controversy or claim which may arise out of or in
connection with this Deed, or the breach, termination or invalidity thereof, shall, at the first instance, be
settled by negotiation and consultation by the Parties in good faith. In the event that negotiation and
consultation between the Parties shall fail, or that no mutually acceptable compromise is reached, after a
period of sixty (60) days from commencement thereof, the Parties shall exclusivley resolve the dispute
before the proper courts of Taguig City, Metro Manila, Philippines.
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IN WITNESS WHEREOF, this DEED OF ASSIGNMENT has been signed this 25th day of October
2019 at Taguig City, Philippines.
Assignor Assignee
For and on behalf of
_________________________
__________________________
Name : [●]
Title: Attorney-in-Fact
Date: [●]
Signed in the presence of:
_________________________ _________________________
ACKNOWLEDGMENT
Republic of the Philippines )

____ City ) S.S.
x-----------------------------------------x
BEFORE ME, a Notary Public for and in and for ___________, personally appeared the following
on this ___ day of _______ 20__ who has satisfactorily proven to me his identity through the validly issued
government identification as described below:
NAME COMPETENT EVIDENCE OF DATE AND

IDENTITY PLACE OF
ISSUE
known to me and to me known to be the same persons who executed the foregoing Deed of Assignment,
signed by the representatives of the Assignor and Assignee and their witnesses and acknowledged to me
that they executed the same as their free and voluntary act.
IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal this ___ day of
______ 20__ at ___________ City.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 20__.

Deed of Assignment Sample - Philippines

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DEED OF ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

_____________________, a corporation duly organized and existing under Philippine

_____________________, of legal age, Filipino, married, and with postal address

Signed in the presence of:

Republic of the Philippines )

NAME COMPETENT EVIDENCE OF DATE AND

Doc. No. ______;

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