EXPLANATORY NOTES: AGREEMENT FOR THE SALE OF A 100% SOLE MEMBER’S INTEREST AND CLAIMS ON LOAN ACCOUNT IN A CLOSE CORPORATION, WHERE THE ONLY ASSET OF THE CC IS IMMOVEABLE PROPERTY (AND NOT A BUSINESS)
This is a very detailed agreement that may be used where there is only ONE member of a CC and the sole asset of that CC is immoveable property (and not a business). This agreement is to be used where the sole CC member is selling his/her member’s interest in the CC to another person.
The agreement is drafted to cater for a situation where there is only one member of a CC. Detailed drafting notes assist with making the necessary changes. This agreement is for use where the CC owns ONLY immoveable property.
NOTE FURTHERE: this is an agreement for the sale of a member’s interest and claims only and NOT for the sale of a business.
This agreement is subject to suspensive conditions. Please pay attention to our extensive drafting notes in the agreement regarding suspensive conditions.
PLEASE NOTE this agreement must be used in conjunction either with the unilaterally-applicable confidentiality undertaking that the seller may require of the purchaser, or the bi-laterally applicable confidentiality agreement that both parties may require of each other; both of the latter legal documents are available on this site and their conclusion is a suspensive condition of the sale agreement. Please ensure that the necessary confidentiality document is purchased and executed PRIOR to the conclusion of the sale agreement. Please also ensure that the necessary individual confidentiality undertaking is purchased.
IT IS NECESSARY to ensure that the relevant confidentiality arrangements are in place, especially if the transaction does not go through. All necessary confidentiality undertakings (both corporate and individual) as well as confidentiality agreements are available for sale on this site at nominal prices.
This SALE OF MEMBER’S INTEREST AND CLAIMS agreement (where the CC only owns immoveable property and not an underlying business):
- is legally substantive (12 pages in total); please feel free to look at the explanatory notes below and compare the substance of this agreement to others for sale elsewhere;
- is bordered;
- has pages numbered;
- is fully justified;
- is typed up using Tahoma font, size 10;
- has been meticulously spell-checked;
- is extremely professional in its appearance;
- has several drafting notes therein to guide a legal practitioner;
- may be printed onto 12 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 6 pages.).
This SALE OF MEMBER’S INTEREST AND CLAIMS agreement (where the CC only owns an underlying business and not immoveable property) contains the following clauses:
- DEFINITIONS AND INTERPRETATION
- SUSPENSIVE CONDITIONS
- SALE OF MEMBER’S INTEREST AND CLAIMS
- PURCHASE CONSIDERATION AND PAYMENT
- TRANFER OF MEMBER’S INTEREST
- DOCUMENTS TO BE DELIVERED BY THE SELLER
- CESSION, ASSIGNMENT AND DELEGATION OF THE CLAIMS
- RISK AND INSURANCE
- THE PROPERTY
- FINANCIAL STATEMENTS
- WARRANTIES CONCERNING THE MEMBER’S INTERESTS AND THE CLAIMS
- INTEREST AND RATES
- RECIPROCAL UNDERTAKINGS AND GOOD FAITH
- RESOLUTION AND AUTHORITIES
- TRANSFER ASSISTANT
- EFFECTIVE CAUSE
- DOMICILIUM AND NOTICES
Please read carefully through the agreement and fill in all missing details; in preparing a signature document, please have regard to all the notes we have placed hereon to assist you with the conclusion of a professional, legally binding agreement.
We appreciate any constructive feedback concerning this agreement; such can be emailed to firstname.lastname@example.org.