Deed of Assignment (Shares of Stock)

 DEED OF ASSIGNMENT OF SHARES OF STOCK

  

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment, made and executed this (Date) at (Place), by and between:

(NAME OF ASSIGNOR), of legal age, Filipino, single/married, and resident of (Place of Residence), and hereinafter referred to as the “ASSIGNOR”;

- in favor of -

(NAME OF ASSIGNEE), of legal age, Filipino, single/married, and resident of (Place of Residence), and hereinafter referred to as the “ASSIGNEE”.  

WITNESSETH That:

WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of (NAME OF CORPORATION), a corporation duly organized and existing under and virtue of the laws of the Republic of the Philippines with office address at (Principal Address of Corporation), Philippines;

WHEREAS, the ASSIGNOR desires to assign (NUMBER OF SHARES IN WORDS) (Number of Shares in Figures) of his shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE;

WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S aforesaid shares;

NOW, THEREFORE, for and in consideration of the foregoing premises and, for good and valuable consideration in the amount of (AMOUNT IN WORDS) PESOS (Amount in Figures) Philippine Currency, the receipt whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR hereby CEDES, TRANSFERS and CONVEYS, in a manner absolute, all his rights, interests and title to and in the aforementioned (NUMBER OF SHARES IN WORDS) (Number of Shares in Figures) common shares of (NAME OF CORPORATION), including all his rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same.

       ASSIGNOR hereby agrees to be responsible for any and all costs, expenses, and taxes that may be due arising out of, in connection with, or as a consequence of the assignment of shares to ASSIGNEE pursuant to this Deed.

       ASSIGNOR has full, complete and absolute title to the shares, which are valid, fully paid and non-assessable; and ASSIGNOR transfers title of the shares to the ASSIGNEE free and clear of any lien, charge, or encumbrances of any nature to any third party.

       ASSIGNOR hereby authorizes the Corporate Secretary of (NAME OF CORPORATION) to transfer the said shares to the ASSIGNEE on the books of the corporation after payment of the corresponding taxes and fees.

       IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures this (Date) in (Place), Philippines.

(NAME OF ASSIGNOR)                               (NAME OF ASSIGNEE)

Assignor                                                             Assignee 

Witnesses:   __________________________            __________________________

ACKNOWLEDGMENT

Republic of the Philippines   )

City of ________________   ) S.S.

         BEFORE ME, a Notary Public for and in the City of ____________, this (Date) personally appeared the following:

                                                           ID No.                        Date/Place of Issue

(Name of Assignor)

(Name of Assignee)

known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Shares of Stock, and they acknowledged to me that the same is their own free and voluntary act and deed.

           WITNESS MY HAND AND SEAL on the date and at the place first above written.

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Page No. _____;

Book No. _____;

Series of _____.

Treasurer's Affidavit

Republic of the Philippines              )
City of ____________________   ) S.S.

TREASURER'S AFFIDAVIT

I, (NAME OF TREASURER), Filipino, of legal age and a resident of (Place of Residence), Philippines, after being sworn to in accordance with law, depose and state:

That I have been elected by the subscribers of (NAME OF CORPORATION) as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least twenty-five (25%) percent of the authorized capital stock has been subscribed and at least twenty-five (25%) percent of the subscription has been paid and received by me in cash for the benefit and credit of the corporation.

This is also to authorize the Securities and Exchange Commission (SEC) and Bangko Sentral ng Pilipinas (BSP) to examine and verify the deposit in the (NAME OF BANK) (Branch of Bank) in my name as Treasurer-in-Trust for (NAME OF CORPORATION)  in the amount of TWO MILLION PESOS (P2,000,000.00) representing the paid-up capital of the said corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of Incorporation to the corporation. Should the deposit be transferred to another bank prior to or after incorporation, this will also serve as authority to verify and the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the corporation as well as supporting papers to determine the utilization and disbursement of the said paid-up capital.

In case the said paid-up capital is not deposited or withdrawn prior to the approval of the Articles of Incorporation, I, on behalf of the above-named Corporation, waive our right to a notice and hearing in the revocation of our Certificate of Incorporation.

                                                                       

 (NAME OF TREASURER)

Treasurer

SUBSCRIBED AND SWORN TO before me this (Date) at (Place), affiant exhibited to me his/her (ID Number) issued on (Date Issued) at (Place Issued) as competent proof of his/her identity.

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Secretary's Certificate

REPUBLIC OF THE PHILIPPINES          )
CITY OF ____________________           ) S.S.

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

            I, (NAME OF CORPORATE SECRETARY), of legal age, Filipino, with residence at (Residential Address), after having been duly sworn to in accordance with law, depose and say:

1)    That I am the duly elected Corporate Secretary of (NAME OF CORPORATION), duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office and business address at (Address of the Corporation);

2)    That I do hereby CERTIFY that during the special meeting of the Board of Directors of said corporation held at its principal office in (Principal Office Address of the Corporation) on (Date of Meeting), duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

"RESOLVED, that in view of the ongoing sale by the existing directors and shareholders of the corporation’s shares of stock to upcoming shareholders and directors, a new COMPANY ADMINISTRATOR of (NAME OF CORPORATION) is hereby appointed in the name of (NAME OF NEW COMPANY ADMINISTRATOR), of legal age, Filipino, married, and a resident of (Residential Address), to represent the corporation in all matters relating to its primary and secondary purpose and/or to act for and in behalf of the corporation in all its business dealings/transactions with its suppliers, clients or customers, to include but is not limited to the processing, transacting and following up all matters relevant to the corporation’s purpose including the examination of all documents and financial records and bank accounts of the corporation;

“RESOLVED FURTHER, that the said officer of (NAME OF NEW COMPANY ADMINISTRATOR) is hereby directed, authorized and empowered in the name and in behalf of the corporation, to sign, execute, and deliver documents and appropriate agreements or other instruments, in connection hereof;

“RESOLVED FURTHER, that said authorized officer, singly and without concurrence, be likewise directed and empowered to carry into effect this resolution and each document as executed and delivered pursuant thereto;

“RESOLVED FURTHER, that the Corporation hereby ratifies and confirms all that the authorized officer may lawfully due or cause to be done under and by virtue of his presence;

"RESOLVED FINALLY, that all the previous same authorities given to former officers of the corporation are hereby revoked in view of the upcoming composition of the new Board of Directors and the interim appointment of new officers of the corporation.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this (Date of Signing) at (Place of Signing), Philippines.

(NAME OF CORPORATE SECRETARY)
Corporate Secretary

SUBSCRIBED AND SWORN to before me, this (Date), at (Place), Philippines, affiant exhibiting to me his (ID Details) issued on (Date Issued) at (Place Issued).

Doc. No. _____;
Page No. _____;
Book No. _____;
Series of _____.