Share Purchase Agreement (SPA) services by Helpink Business Consulting Agency provide a legally robust solution for individuals and companies in Bangladesh looking to buy or sell shares. This agreement formalizes the transfer of shares in a company and ensures compliance with Bangladeshi laws, particularly the Companies Act, 1994, and other relevant government regulations. Helpink ensures that every Share Purchase Agreement is tailored to meet client needs and is legally sound to protect both buyer and seller.

Key Components of a Share Purchase Agreement:

1. Parties Involved: The SPA outlines the identities of the buyer and seller, along with their legal rights and obligations. Helpink ensures that all parties are clearly defined, and legal documentation complies with The Companies Act, 1994.

2. Share Details: The agreement specifies the number of shares being sold, the type of shares (e.g., ordinary, preferred), and any special rights attached to those shares. This section is crafted in compliance with Bangladesh Securities and Exchange Commission (BSEC) regulations.

3. Purchase Price and Payment Terms: Helpink helps negotiate and document the agreed purchase price, along with payment terms and methods. This includes adherence to The Income Tax Ordinance, 1984, ensuring that all financial transactions are compliant with tax regulations.

4. Representations and Warranties: Both the buyer and seller provide representations and warranties regarding their authority to enter the transaction, the legal standing of the shares, and any liabilities. Helpink ensures that these clauses comply with The Contract Act, 1872.

5. Conditions Precedent: Helpink includes conditions that must be met before the transaction is completed, such as obtaining board approval, regulatory consents, or the waiver of pre-emptive rights. Compliance with The Companies Act, 1994 and BSEC rules is ensured.

6. Closing Arrangements: The SPA outlines the closing process, which includes the exchange of shares and payment. Helpink assists in ensuring that all closing documents are filed correctly, including updating the company's share register as required by The Companies Act.

7. Post-Closing Obligations: Helpink helps draft any post-closing obligations, such as continued warranties or indemnities, to protect the buyer from unforeseen liabilities. This section adheres to Bangladesh’s Contract and Tort Laws.

8. Dispute Resolution: Helpink includes dispute resolution mechanisms, such as mediation or arbitration, following the Arbitration Act, 2001, ensuring that any conflicts are handled professionally and legally.

Additional Information:

• Legal Due Diligence: Helpink conducts comprehensive legal and financial due diligence to ensure that the shares being sold are free from encumbrances, and that the company is legally compliant.
• Regulatory Compliance: Helpink ensures compliance with Bangladesh Securities and Exchange Commission (BSEC) regulations and Income Tax Ordinance, 1984 for reporting the sale of shares.
• Customizable Agreements: Whether it’s a private company or a publicly traded company, Helpink tailors Share Purchase Agreements to meet the specific needs of the business or individual investor.

Sample Chart for Share Purchase Agreement Structure:

Compliance with Bangladesh Acts and Government Rules:

1. Companies Act, 1994 – Governs the transfer of shares and registration requirements.
2. Income Tax Ordinance, 1984 – Ensures compliance with tax liabilities from share sales.
3. BSEC Regulations – Applies to publicly traded companies for regulatory oversight.
4. Contract Act, 1872 – Provides the legal framework for the enforceability of agreements.
5. Arbitration Act, 2001 – Governs dispute resolution mechanisms outlined in the SPA.

By choosing Helpink’s Share Purchase Agreement services, businesses and individuals can ensure that their transactions are secure, legally compliant, and aligned with the best practices in Bangladesh.