Share purchase agreement
(Each of the parties separately called a "Party" and collectively the "Parties".)
On this day the Parties has entered into the following agreement (the "Agreement") for the transfer of shares in the company:
NAME
REGISTRATION NUMBER
ADDRESS
(hereinafter The "Company)"
- As Seller owns shares in the Company and wants to transfer these to the Buyer, and
- As the Buyer wishes to acquire the Shares from Seller
the Seller and Buyer have agreed as follows:
1. The Shares
1.1 Seller shall deliver shares in the Company of the nominal value of AMOUNT (the "Shares") to the Buyer.
1.2 All rights to the Shares, including voting rights and dividend rights shall pass to the Buyer from the Acceptance Date.
1.3 The transfer shall be registered in the Company's register of shareholders and any other necessary fillings and registration shall be done by Buyer and Seller. Both Buyer and Seller shall without delay assist another in formalizing the above.
2. Acceptance Date
2.1 "Acceptance Date" is agreed to be the DATE.
3. The Purchase Price
3.1 The purchase price for the Shares is agreed to PRICE (the "Purchase Price").
3.2 The Purchase Price shall be transferred to the Seller's bank account in FILL IN BANK, Reg.no.: REG. NO., Account no.: ACCOUNT NO.
3.3 The Purchase Price shall be transferred no later than X days after the Parties have signed the Agreement.
4. Seller's Guarantees
4.1 Seller hereby guarantees that:
• Seller owns the Shares and has full title to the Shares
• there are no third-party rights to the Shares of any kind, including pledges or other collateral
• to Seller’s knowledge, there are no substantial hindrances that will preclude or burden the transfer of the Shares to the Buyer
• FURTHER GUARANTEES
5. Conditions
5.1 The transfer of the Shares is subject to the payment of the Purchase Price - like the payment of the Purchase Price is subject to a valid transfer of the Shares. In this context, there is considered to be simultaneity between the transfer of the Shares and the payment of the Purchase Price.
5.2 In case of delay or non-payment of the Purchase Price, the Seller is entitled to either i) maintain the transfer and require the Purchase Price paid within NUMBER days, or ii) to terminate the Agreement, after which the Seller may validly keep the Shares. Seller will be entitled to claim damages under the laws of INSERT LAW.
6. Costs
6.1 Each Party will bear its own costs that may be associated with the transfer of the Shares and this Agreement.
7. Law and Jurisdiction
7.1 The Agreement is subject to the laws of INSERT LAW.
7.2 Any dispute arising out of the Agreement shall be settled by SET COURT.
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What is a share purchase agreement?
Share purchase agreements (SPA) are legally binding documents for selling a company's shares. They lay out the terms and conditions of the sale, ensuring legal protection for both the buyer and the seller throughout the transaction.
For more information on stock purchase agreements and the difference (if any) between them, click here.
How does a SPA work?
A share purchase agreement facilitates the seamless transfer of ownership of a company's shares from the seller to the buyer. This document outlines critical aspects of the sale, including the purchase price, payment modalities, and assurances or declarations provided by the seller.
By upholding the interests of all parties involved, the SPA ensures a fair and transparent sale process.
What does a share purchase agreement include?
- Purchase Price: The agreed-upon price for the shares.
- Payment Terms: Details concerning the manner and timeline for payment.
- Representations and Warranties: Statements made by the seller regarding the company's financial, legal, and operational standing.
- Covenants: Commitments the seller makes to undertake specific actions or refrain from certain activities.
- Conditions Precedent: Stipulations, such as regulatory approvals, must be fulfilled before the sale's completion.
- Indemnification: Safeguards designed to shield the buyer in case of a breach by the seller.
How to structure a share purchase agreement
- Introduction: Offers a brief overview and background information on the involved parties.
- Definitions: Clarifies critical terms used throughout the agreement.
- Sale of Shares: Outlines sale terms, including price, payment, and conditions precedent.
- Representations and Warranties: Details the seller's assertions regarding the company's status.
- Covenants: Specifies commitments made by the seller.
- Indemnification: Addresses provisions safeguarding the buyer.
- Miscellaneous Provisions: Covers additional vital clauses like governing law and dispute resolution.
Securing legal counsel is essential when drafting a share purchase agreement. A qualified attorney can ensure the agreement's legality and safeguard your interests.
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This contract outlines the terms for the sale of shares in a company from a Seller to a Buyer. It specifies the number of shares being sold, the purchase price, payment details, key dates, warranties provided by the Seller, conditions around the share transfer and payment, provisions for delays or non-payment, cost responsibilities, and the governing law and jurisdiction.
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