Assignment and Transfer of Stock Certificate | USA

Set out the provisions for dealing with the shares of a departing or deceased shareholder in this Stock Buy-Sell / Redemption Agreement for USA corporations.

• The Agreement clarifies the procedure the corporation must follow for repurchasing or redeeming a departing or deceased shareholder's stock holdings.
• Payment is secured by a promissory note and may be made over time.
• The corporation may not declare or pay dividends, reorganize, merge, consolidate, sell any of its material assets, or increase the salary of any key employee or officer while any portion of the redemption price remains unpaid.
• The departing shareholder must resign as a director and/or officer upon closing of the share purchase.
• This template is available as a MS Word download and is fully editable to fit your specific circumstances.
• Intended to be used by companies incorporated in the United States.

Purpose of Document

When securing a loan with shares of stock, the borrower is required to sign a pledge of the shares. This form establishes that the lender will hold the shares as collateral to guarantee repayment of a promissory note.

Lender's Rights and Restrictions

The lender is granted the authority to instruct the issuing company to transfer the ownership of the pledged shares into the lender’s name on the company’s records. However, the lender is not permitted to sell, encumber, or collect dividends on the shares while they are held as security.

Borrower's Rights

The borrower retains the right to vote the shares, provided that he or she is not in default under the terms of the promissory note.

Release of Shares

Once the loan is fully repaid, the shares will be transferred back to the borrower.

Availability of Form

The Pledge of Shares form will download immediately following purchase. This document can be used throughout the United States.

Purpose of the Stock Redemption Agreement

This downloadable short form Stock Redemption Agreement is designed to facilitate the redemption of shares in a U.S. business corporation. The agreement outlines the terms under which the corporation will purchase back shares from a specific stockholder.

Redemption of Shares

Under this agreement, the corporation consents to redeem all of the shares currently held by the designated stockholder. This process effectively removes the stockholder’s ownership interest in the company.

Tax Treatment

The redemption is structured so that the transaction will be treated as capital gains rather than ordinary income for tax purposes.

Stockholder Resignation

As part of the agreement, the stockholder will resign from any positions held as director and officer of the corporation upon the completion of the redemption.

Restriction on Future Stock Acquisition

The stockholder further agrees not to acquire additional shares of the corporation's stock for a specified period following redemption.

Format and Intended Use

This agreement is available in Microsoft Word format and is intended exclusively for use within the United States.