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A share for share exchange involves the transfer of shares in an existing company to the shareholders of a new holding company. The shareholders can be the same in the old and new companies or new shareholders can be introduced.
By Practical Law Corporate. This standard document is a short form agreement intended for use in an intra-group share purchase transaction where the consideration is to be satisfied by an issue of shares by the buyer to the seller.
A share purchase agreement (also referred to as a share transfer agreement) that can be used in a sale of shares between two shareholders of a target corporation or an intercorporate transfer between two affiliates.
A share for share exchange occurs where a company (company B) acquires the shares in another company (company A) and in exchange issues its own shares to the shareholders of company A.
It is possible for shareholders to swap shares and not trigger any tax charges. Share for share exchanges are used for a wide variety of commercial reorganisations and mergers and acquisitions. It is possible for shareholders to swap shares and not trigger any tax charges.
For the clearance to be valid the application must be made and dealt with before the new shares or debentures are issued. The information provided in support of the application must fully and accurately disclose all the relevant facts. If it does not the clearance may be void.
A common example of this is where a new holding company B is put on top of existing company A. Shareholders give their shares in the old company A to company B in exchange for shares in company B.
Section 33-920. - Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State.