个人股份转让协议书通用模板2025年通用.docx

编号：__________

个人股份转让协议书书通用模板2025年通用

甲方：___________________
乙方：___________________
签订日期：_____年_____月_____日

个人股份转让协议书书通用模板2025年通用
合同目录
第一章： preliminary provisions
1.1 Definition and interpretation
1.2 Application and effectiveness of this agreement
1.3 Confidentiality
1.4 Governing law and jurisdiction
第二章： Background and purpose
2.1 Background information
2.2 Purpose of the share transfer
第三章： Share transfer
3.1 Share transfer scope
3.2 Share transfer price
3.3 Payment terms
3.4 Share transfer procedures
第四章： Representations and warranties
4.1 Representations and warranties of the seller
4.2 Representations and warranties of the buyer
第五章： Covenants
5.1 Conduct of business pending the share transfer
5.3 Access to books and records
第六章： Indemnification
6.1 Indemnification for breach of warranty
6.2 Indemnification for fraud or misrepresentation
6.3 Limitation of liability
第七章： Termination
7.1 Grounds for termination
7.2 Effects of termination
第八章： Dispute resolution
8.1 Negotiation
8.2 Mediation
8.3 Arbitration
8.4 Legal action
第九章： Miscellaneous
9.1 Entire agreement
9.2 Amendments and modifications
9.3 Notices
9.4 Assignment
9.5 Survival of representations and warranties
9.6 Counterparts
第十章： Definitions of terms
10.1 Definitions
10.2 Interpretation
第十一章： Schedule
11.1 Share transfer agreement schedule
第十二章： Annexes
12.1 Share transfer certificate
12.2 Shareholder register
12.3 Legal opinion
第十三章： Consents and approvals
13.1 Required consents and approvals
13.2 Timing of consents and approvals
第十四章： Exhibition
14.1 Share transfer agreement exhibit A
14.2 Share transfer agreement exhibit B
合同编号_________
第一章： preliminary provisions
1.1 Definition and interpretation
1.1.1 This Agreement shall mean the Personal Share Transfer Agreement made and entered into as of the Effective Date.
1.1.2 Capitalized terms used in this Agreement shall have the meanings assigned to them in Exhibit A, unless otherwise defined or contextually indicated.
1.1.3 The singular includes the plural and vice versa, and references to a gender include references to other genders.
1.2 Application and effectiveness of this agreement
1.2.1 This Agreement shall apply to the transfer of Shares from the Seller to the Buyer, as specified in Exhibit A.
1.3 Confidentiality
1.3.1 The parties agree to maintain in strict confidence all information obtained from the other party in connection with this Agreement, except to the extent such information is required to be disclosed applicable law or regulation.
1.4 Governing law and jurisdiction
1.4.1 This Agreement shall be governed and construed in accordance with the laws of the Governing Jurisdiction.
1.4.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the courts of the Governing Jurisdiction.
第二章： Background and purpose
2.1 Background information
2.1.1 The Seller is the owner of certain Shares in the Company, as specified in Exhibit A.
2.1.2 The Buyer desires to purchase the Shares from the Seller.
2.2 Purpose of the share transfer
第三章： Share transfer
3.1 Share transfer scope
3.1.1 The Share Transfer shall include all of the Shares owned the Seller, as specified in Exhibit A.
3.2 Share transfer price
3.2.1 The purchase price for the Shares shall be the Agreed Price, as specified in Exhibit A.
3.2.2 The payment of the Agreed Price shall be made in accordance with the Payment Terms set forth in Exhibit A.
3.3 Payment terms
3.3.1 The Buyer shall make the payment of the Agreed Price in accordance with the payment schedule set forth in Exhibit A.
3.4 Share transfer procedures
第四章： Representations and warranties
4.1 Representations and warranties of the seller
4.1.1 The Seller represents and warrants that it is the legal and beneficial owner of the Shares and has the right to sell the Shares to the Buyer.
4.1.2 The Seller represents and warrants that the Shares are free from any encumbrance or lien.
4.2 Representations and warranties of the buyer
4.2.1 The Buyer represents and warrants that it has the full legal capacity and authority to enter into this Agreement and to perform its obligations hereunder.
4.2.2 The Buyer represents and warrants that it has obtained all necessary approvals and consents in connection with the Share Transfer.
第五章： Covenants
5.1 Conduct of business pending the share transfer
5.1.1 The Seller agrees to conduct the business of the Company in the ordinary course and in accordance with the existing terms and conditions.
5.3 Access to books and records
5.3.1 The Seller agrees to provide the Buyer with full access to the Company's books, records, and other relevant documents for the purpose of verifying the Share Transfer and the business operations of the Company.
第六章： Indemnification
6.1 Indemnification for breach of warranty
6.1.1 The Seller agrees to indemnify and hold harmless the Buyer against any losses, damages, or expenses incurred the Buyer due to any breach of the representations and warranties made the Seller under this Agreement.
6.2 Indemnification for fraud or misrepresentation
6.2.1 The Seller agrees to indemnify and hold harmless the Buyer against any losses, damages, or expenses incurred the Buyer due to any fraud or misrepresentation the Seller under this Agreement.
6.3 Limitation of liability
6.3.1 The aggregate liability of the Seller under this Agreement shall not exceed the
第八章： Dispute resolution
8.1 Negotiation
8.1.1 The parties agree to resolve any disputes arising out of or in connection with this Agreement through good faith negotiation.
8.2 Mediation
8.2.1 If the parties are unable to resolve any disputes through negotiation, they agree to submit the disputes to mediation in accordance with the rules of the Mediation Center.
8.3 Arbitration
8.3.1 If the parties are unable to resolve any disputes through mediation, they agree to submit the disputes to arbitration in accordance with the rules of the Arbitration Center.
8.4 Legal action
8.4.1 If the parties are unable to resolve any disputes through arbitration, they agree to submit the disputes to the courts of the Governing Jurisdiction.
第九章： Miscellaneous
9.1 Entire agreement
9.1.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
9.2 Amendments and modifications
9.2.1 This Agreement may be amended or modified only a written instrument executed both parties.
9.3 Notices
9.4 Assignment
9.4.1 Neither this Agreement nor any of the rights or obligations hereunder may be assigned either party without the prior written consent of the other party.
9.5 Survival of representations and warranties
9.6 Counterparts
9.6.1 This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
第十章： Definitions of terms
10.1 Definitions
10.1.1 The terms used in this Agreement shall have the meanings assigned to them in Exhibit A, unless otherwise defined or contextually indicated.
10.2 Interpretation
10.2.1 This Agreement shall be construed and interpreted in a reasonable manner and not strictly for or against either party.
第十一章： Schedule
11.1 Share transfer agreement schedule
11.1.1 The Schedule attached hereto as Exhibit A sets forth the details of the Share Transfer, including the Share Transfer Price, Payment Terms, and Share Transfer Procedures.
第十二章： Annexes
12.1 Share transfer certificate
12.2 Shareholder register
12.2.1 The Seller agrees to update the Shareholder Register to reflect the Share Transfer in accordance with the procedures set forth in Exhibit A.
12.3 Legal opinion
12.3.1 The legal opinion attached hereto as Exhibit C shall be provided the Seller to the Buyer to confirm the validity of the Share Transfer.
第十三章： Consents and approvals
13.1 Required consents and approvals
13.1.1 The parties agree to obtain all necessary consents and approvals from any third parties in connection with the Share Transfer, including but not limited to regulatory authorities and shareholders of the Company.
13.2 Timing of consents and approvals
第十四章： Exhibition
14.1 Share transfer agreement exhibit A
14.1.1 The Exhibit A attached hereto sets forth the terms and conditions of the Share Transfer, including the definition of capitalized terms, representations and warranties, covenants, and indemnification provisions.
14.2 Share transfer agreement exhibit B
Signature Blank
[Buyer's Signature]
Print Name: [Buyer's Printed Name]
Date: [Signature Date]
[Seller's Signature]
Print Name: [Seller's Printed Name]
Date: [Signature Date]
多方为主导时的，附件条款及说明
附加条款一：甲方为主导时的特殊条款
1.1 额外收购条件
当甲方为主导方时，如甲方拟对乙方持有的股份进行额外收购，双方同意在此协议中新增一条款，明确规定甲方进行额外收购的条件，包括但不限于收购价格、支付方式、收购进程等。
1.2 优先购买权
若甲方有意向第三方出售其持有的股份，且该第三方为善意且具备收购条件，乙方享有优先购买权。乙方行使优先购买权时，甲方应向乙方提供等同于第三方提出的收购条件。
1.3 竞业禁止
甲方在股权转让后，仍应遵守其在转让前与公司签订的竞业禁止协议，并确保其关联方不得从事与公司业务相竞争的活动。
附加条款二：乙方为主导时的特殊条款
2.1 业绩承诺
当乙方为主导方时，乙方应对其在股权转让后的公司业绩作出承诺，包括但不限于利润增长率、市场份额等。若乙方未达到承诺的业绩指标，应根据协议的约定向甲方支付违约金。
2.2 管理层变动
乙方在股权转让后，有权提名一定数量的公司董事及高级管理人员。甲方应保证乙方的提名人选在董事会及高级管理层中占有合理比例。
2.3 信息披露
乙方应按照监管要求及时向甲方披露其持有股份的公司的重要信息，确保甲方作为股东的知情权得到充分保障。
附加条款三：第三方中介的特殊条款
3.1 中介费用
当有第三方中介参与本股权转让协议时，各方同意支付给中介机构的中介费用，并明确费用的计算方式、支付时点等。
3.2 中介机构的职责
中介机构在股权转让过程中应承担包括但不限于信息收集、市场调研、交易结构设计、法律法规咨询等职责，并确保交易的顺利进行。
3.3 保密协议
中介机构与各方均应签署保密协议，约定中介机构在股权转让过程中获取的商业秘密、财务数据等信息不得向任何第三方披露。
附件及其他补充说明
一、附件列表：
1. Share Transfer Agreement Schedule
2. Share Transfer Certificate
3. Shareholder Register
4. Legal Opinion
5. Consent and Approval Documents
6. Additional Agreements (if any)
二、违约行为及认定：
1. Failure to fulfill payment obligations
2. Breach of representations and warranties
4. Misuse of confidential information
5. Failure to obtain necessary consents and approvals
6. Other breaches of this Agreement as specified
三、法律名词及解释：
1. Share Transfer Agreement: An agreement for the transfer of ownership of shares from one party to another.
2. Representations and Warranties: Statements made a party about facts or conditions existing at a specific time, which may affect the rights and obligations of the parties.
3. Covenants: Promises or obligations made the parties to do or refrain from certain acts.
5. Governing Law and Jurisdiction: The law and courts that apply to this Agreement and have jurisdiction over any disputes arising from it.
6. Default: The failure of a party to perform its obligations under this Agreement.
四、执行中遇到的问题及解决办法：
1. Payment Disputes: Resolve disputes over payment through negotiation or refer to the dispute resolution clause.
3. Confidentiality Breach: Take legal actions or refer to the dispute resolution clause.
4. Failure to Obtain Consents and Approvals: Reapply for necessary consents and approvals or refer to the dispute resolution clause.
5. Interpretation Disputes: Refer to the interpretation clause or seek legal advice.
6. Other Execution Issues: Refer to the relevant clause in this Agreement or seek legal advice.
五、所有应用场景：
1. Individual shareholders transferring ownership of shares to another individual or entity.
2. Companies transferring ownership of shares to investors or other entities.
3. Situations where consent or approval from third parties is required for the share transfer.
5. Other scenarios where the transfer of shares is contemplated, as specified in this Agreement.