A share purchase agreement transfers shares between individuals. In the case of a share purchase agreement, the company would not be a party to the agreement. When a shareholder acquires shares, the shareholder increases his equity in the company. When a shareholder grants a shareholder loan to the company, it is a personal debt that the company owes to the shareholder, as if both were individuals. The debt must be repaid, but it does not increase the company`s equity. In order to ensure the best possible protection against the existing or previous tax arrears of the business acquired prior to the acquisition, the buyer will generally endeavour to obtain certain guarantees and/or tax compensation from the seller. Since a share purchase agreement is a private transaction, it generally contains provisions limiting the flow of confidential information and preventing the buyer and seller from disclosing the details of the agreement to third parties. Similarly, the OSG may contain a clause describing how, where and when announcements about the transaction can be published. The shareholder contract is defined primarily by the relationship between the shareholder and the company. On the basis of the various rights and obligations of shareholders, which contribute above all to the safeguarding of shareholders. A tax file provides for situations in which the seller`s liability for the company`s underpaid tax can be triggered, for example.
B in the case of a tax check with the company that covers certain taxes or tax matters, or the challenge to the amount of tax not paid by a tax authority or the refusal of a tax authority to grant a refund of VAT to the company, etc. When a SPA is accompanied by a tax deed, it is clearly indicated, in the event of a particular event, how it should be managed and how parties should cooperate when a tax dispute arises with the tax authorities, for example. B which of the parties will settle the dispute. The other issues agreed in a tax deed may be to keep the other party informed of the status of any case that may influence its financial accounts related to tax guarantees, provisions relating to the acquisition and counting of the costs of these cases, or formal appeal decisions. In addition, the parties may decide to include a compensation clause in a tax notice and not the associated GSB. The requirements for the implementation of an OSB depend on the legal status of the parties. B whether they are individuals, limited companies, partnerships, etc. In most cases, a G.S.O. is signed as a simple contract and not as an act (the execution of a contract as an act requires that signatures be certified and sealed). At this stage, it is worth mentioning the increasingly popular and important endorsements, which are increasingly linked to share purchase contracts, i.e. tax offences already mentioned at the beginning of this article.
A tax deed is a separate document signed by both parties at the same time as the OSG. This document is derived from English law and is a very practical instrument used by the parties to a transaction to plan the measures to be taken in the event of the appearance of certain circumstances and tax issues.