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Share Charge Deed Template

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SHARE CHARGE DEED

This Share Charge Deed is made on the day of in the year between Chargor Name: of Chargor Address: (the "Chargor") and Chargee Name: of Chargee Address: (the "Chargee").

RECITALS

WHEREAS the Chargor is the registered holder of the shares described in Schedule 1 to this Deed in , company registration number (the "Company").

WHEREAS the Chargor has agreed to create a security interest to secure the due payment and performance of the Secured Obligations (as defined below) in favour of the Chargee by charging the Chargor's legal and beneficial interest in the shares and associated rights in the Company set out in Schedule 1 (the "Charged Shares").

WHEREAS the Chargor and the Chargee wish to record the terms upon which the Chargor grants and the Chargee accepts a charge over the Charged Shares.

NOW THEREFORE

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context otherwise requires:

"Secured Obligations" means all present and future monies, liabilities and obligations whatsoever and howsoever arising which are or may be from time to time owed by the Chargor to the Chargee arising under or in connection with .

"Charged Shares" means the shares described in Schedule 1 and all rights, dividends, distributions, entitlements, proceeds and benefits arising from or relating to those shares.

2. GRANT OF CHARGE

2.1 The Chargor hereby charges by way of first fixed charge all of its present and future legal and beneficial interest in the Charged Shares to the Chargee to secure the payment and performance of the Secured Obligations.

2.2 The charge created by clause 2.1 extends to all certificates, instruments of title and entries in the share register and to all dividends, rights issues, bonus issues and other distributions and entitlements in respect of the Charged Shares.

3. REGISTRATION, DOCUMENTS AND TRANSFER

3.1 The Chargor shall, at its own cost, promptly deliver to the Chargee all share certificates evidencing the Charged Shares and any instruments of transfer requested by the Chargee and shall procure that the Company records the Chargee's interest in the register of members where necessary to protect the Chargee's security.

3.2 Upon the occurrence of an Event of Default and following written demand by the Chargee, the Chargor shall, or the Chargee may, effect the transfer of the Charged Shares into the name of the Chargee or the Chargee's nominee and deliver all necessary transfer instruments to give effect to such transfer, and the Chargee may register itself or its nominee as the holder of the Charged Shares.

4. COVENANTS OF THE CHARGOR

The Chargor covenants with the Chargee that, until the Chargee has released this charge in writing:

(a) the Chargor will not create, permit or suffer to exist any other security interest, lien or encumbrance over the Charged Shares; (b) the Chargor will promptly notify the Chargee of any proceedings affecting the Charged Shares; and (c) the Chargor will execute and deliver all documents and do all acts as the Chargee may reasonably require to protect, perfect and enforce the Chargee's security.

5. REPRESENTATIONS AND WARRANTIES

The Chargor represents and warrants to the Chargee that at the date of this Deed:

(a) the Chargor is the sole legal and beneficial owner of the Charged Shares and the Charged Shares are free from any existing security, charge, lien or encumbrance other than as notified to the Chargee in writing; (b) the Chargor has full corporate power and capacity to enter into, execute and perform its obligations under this Deed; and (c) all information provided by the Chargor to the Chargee in connection with this Deed is true, correct and complete in all material respects.

6. DIVIDENDS, INCOME AND VOTING

6.1 Until an Event of Default the Chargor may receive and retain dividends and other distributions in respect of the Charged Shares, provided that such moneys shall remain subject to the Chargee's rights under this Deed.

6.2 On the occurrence of an Event of Default the Chargee may, by notice to the Chargor, require that all dividends and distributions be paid to the Chargee or held in escrow for application in reduction of the Secured Obligations.

7. ENFORCEMENT

7.1 The following are Events of Default: (a) failure by the Chargor to pay or perform any Secured Obligation when due; (b) any representation or warranty given by the Chargor proving to be untrue or misleading in any material respect; (c) insolvency, winding up or similar external administration of the Chargor.

7.2 Upon an Event of Default the Chargee may, without further consent, exercise all remedies available to it at law or in equity, including entering onto the Chargor's register, voting the Charged Shares, appointing a receiver or manager, transferring or selling the Charged Shares and applying the proceeds in or towards satisfaction of the Secured Obligations.

8. FURTHER ASSURANCE

The Chargor shall promptly do and procure to be done all acts and things and execute and deliver all deeds, instruments and documents as the Chargee may reasonably require to perfect, maintain and enforce the security constituted by this Deed, including the execution of transfers and the effecting of entries in the Company's register.

9. NOTICES

Any notice, demand or communication under this Deed shall be in writing and shall be delivered by hand, sent by certified mail or by registered post to the addresses set out below or to such other address as a party may notify in writing to the other party.

10. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of . The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any disputes arising out of or in connection with this Deed.

11. GENERAL PROVISIONS

Entire Agreement: This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between them relating to the Charged Shares.

Severability: If any provision of this Deed is held to be invalid or unenforceable in any jurisdiction, the remaining provisions will continue in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision of this Deed shall be effective unless in writing and signed by the parties. The rights and remedies of the Chargee under this Deed are cumulative.

Counterparts: This Deed may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute one and the same instrument.

SCHEDULE 1 — DESCRIPTION OF CHARGED SHARES

Chargor Printed Name:

By:

Date:

Chargee Printed Name:

By:

Date:

Enter text✕

What a Share Charge Deed Template Is and when it’s used

A Share Charge Deed Template is a standardized legal form used to create a security interest in issued shares by a shareholder (the chargor) in favor of a creditor (the chargee). The deed sets out the shares subject to the charge, the nature and extent of the security, consideration, events of default, enforcement rights, governing law, and signatures and attestations required for execution and recordkeeping. Organizations use the template to document collateral arrangements consistently, to support perfection steps such as UCC-1 filings where applicable, and to provide clear terms for enforcement and priority in insolvency or default scenarios.

Why a clear Share Charge Deed Template matters

A precise template reduces ambiguity about which shares are charged, clarifies remedies on default, and supports legal steps to perfect and enforce the security interest. Consistent templates cut drafting time and lower the risk of disputes or imperfect perfection.

Why a clear Share Charge Deed Template matters

Typical users and stakeholders for Share Charge Deeds

The Share Charge Deed Template is used by lenders, corporate legal teams, company secretaries, and external counsel when documenting security over shares.

  • Lenders and creditors assessing collateral and enforcement rights for loan facilities or security packages.
  • Corporate secretaries and in-house counsel preparing corporate registers and ensuring compliance with company documents.
  • Shareholders or investor counsel formalizing security given for financing, vendor credit, or shareholder loans.

Each stakeholder uses the template differently — for negotiation, signature, perfection (UCC-1), and company record updates.

Who signs and why — typical signatory profiles

Chargor (Shareholder)

The shareholder granting the charge. Must have authority over the charged shares and sign to create the security interest. May also need board or shareholder resolution approving the charge and corporate officer attestation depending on company articles.

Chargee (Creditor)

The lender or creditor receiving the security. Signs to acknowledge the charge and the terms under which enforcement may occur; maintains records and pursues perfection steps such as filing a UCC-1 financing statement when required.

Security, compliance, and record protections to include

Encryption: TLS in transit; AES-256 at rest
Audit trail: Timestamp, IP, action history
BAA availability: HIPAA requires BAA for PHI
ESIGN / UETA: Meets ESIGN and UETA standards
Access controls: Role-based signer permissions
Retention rules: Preserve immutable records as required

Core sections every professional Share Charge Deed Template should contain

A robust template organizes the parties, charged shares, security description, events of default, enforcement remedies, and execution formalities so each element is clear for signing and perfection.

Parties

Clear identification of chargor and chargee, including legal entity names, registration numbers, and addresses to avoid ambiguity in enforcement and perfection steps.

Shares Charged

Describe class, serial numbers, quantity, and percentage of issued share capital subject to the charge; specify whether future issues are included.

Charge Description

State whether charge is fixed or floating, list rights transferred or retained, and outline restrictions on transfer or dividend rights.

Consideration

Record the consideration or obligation secured and reference underlying loan or facility agreement when applicable.

Enforcement Rights

Detail events of default, remedies, sale powers, power of attorney for enforcement, and creditor priority on realization.

Execution & Attestation

Include signature blocks, witness/notary lines if required, corporate resolutions, and provisions for counterpart execution.

Step-by-step: complete and execute a Share Charge Deed

Use these sequential steps to prepare, execute, and preserve a Share Charge Deed correctly and to support any necessary perfection filings.

  • 01
    Draft the deed: Populate parties, shares, and security terms clearly.
  • 02
    Obtain internal approvals: Board or shareholder resolutions as required.
  • 03
    Execute and attest: Signatures, witness or notary as needed.
  • 04
    Perfect security: File UCC-1 and update company registers promptly.

Typical digital workflow settings for completing the template

Configure a consistent digital workflow so documents move securely from drafting through signing to archive while preserving evidence required for enforcement.

Workflow Field Configuration
Document upload PDF or DOCX; maintain original formatting
Field placement Signature, initials, date, and witness fields
Authentication Email link with optional SMS code
Routing & archive Sequential signing then secure cloud storage

How electronic completion and distribution typically flows

A concise signer flow reduces friction and ensures each party sees the final terms before signing while capturing an evidentiary audit trail.

  • Upload template: Sender uploads the finalized deed for distribution.
  • Place fields: Add signature, date, and witness fields.
  • Invite signers: Send email or link; apply authentication.
  • Execute & store: Collect signatures and save completed record.

Platform and file requirements for digital completion

Choose an eSignature platform that supports PDF and DOCX input, audit trails, and the authentication level needed for your transaction.

  • Supported formats: PDF, Word DOCX
  • Integrations: NetSuite, Salesforce, Google Workspace
  • Authentication options: Email, SMS code, or stronger KBA

Confirm the platform meets any regulatory or contractual authentication, retention, and access-control requirements before use.

Principal risks and consequences of an incorrect deed

Incorrect parties: Security may be unenforceable
Missing notary: Recordability may be impaired
Wrong share details: Charge may not cover intended assets
Late perfection: Lower priority against other creditors
Unsigned pages: Whole deed may be invalid
Fraudulent statements: Civil and criminal liability risks

Common preparation mistakes to avoid

  • Using abbreviated or colloquial entity names can prevent a match with registry records and may void perfection or trigger TIN mismatches.
  • Failing to specify certificate numbers, share class, or whether future issues are charged often creates ambiguity about what collateral is secured.
  • Omitting required corporate approvals, such as board resolutions or shareholder consent, risks internal challenge to validity and enforceability.
  • Delaying UCC-1 or related perfection steps can cause the creditor to lose priority against subsequent secured creditors.

eSignature vendor pricing and feature snapshot relevant to Share Charge Deeds

Compare baseline pricing and features for common eSignature vendors; signNow is listed first per vendor ordering requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Available on plans Available on plans Available on plans Available on plans
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Varies by plan Varies by plan Varies by plan Varies by plan
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about Share Charge Deeds and e-signatures

Answers address enforceability, notarization, corrections, signatory authority, online notarization, and proper filing to minimize legal risk.


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