Free Share Purchase Agreement

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Share Purchase Agreement

Seller Details



Seller Details



e.g. Street, City, Postcode


Frequently Asked Questions
What is a Share Purchase Agreement?A Share Purchase Agreement is a sales agreement used to transfer and assign ownership (shares of stock) in a corporation. The Seller is the current Shareholder of the Shares for sale.


Your Share Purchase Agreement

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SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the "Agreement") made and entered into this ________ day of ________________, ________ (the "Execution Date"),

BETWEEN:

____________________ of ______________________________
(the "Seller")

OF THE FIRST PART

and

____________________ of ______________________________
(the "Purchaser")

OF THE SECOND PART

BACKGROUND:

  1. The Seller is the owner of record of __________ ____________________ shares (the "Shares") of  ____________________  (the "Corporation").
  2. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase the Shares from the Seller.

IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

  1. Purchase and Sale
  2. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
  3. The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest, and property of the Seller in the Shares for an aggregate purchase price of £__________ (the "Purchase Price").
  4. A fixed sum of £__________ will be payable on closing of this Agreement.
  5. All payments will be in the form of certified cheque, wire transfer, or bank draft of immediately available funds. In the case of a direct wire transfer the Seller will give notice to the Purchaser of the bank account particulars at least 5 business days prior to the Closing Date.
  6. Representations and Warranties of the Seller
  7. The Seller warrants and represents to the Purchaser as follows:
    1. The Seller would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised under applicable securities laws and regulations.
    2. Except as provided in the incorporating documents of the Corporation, as indicated on the face of the certificates for the Shares, or in a document registered for the Corporation, the Purchaser would not be prevented or restricted in any way from re-selling the Shares in the future.
    3. The Seller is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser.
    4. The Seller is not bound by any agreement that would prevent any transactions connected with this Agreement.
    5. There is no legal action or suit pending against any party, to the knowledge of the Seller, that would materially affect this Agreement.
  8. Representations and Warranties of the Purchaser
  9. The Purchaser warrants and represents to the Seller as follows:
    1. The Purchaser would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised under applicable securities laws and regulations.
    2. The Purchaser is not bound by any agreement that would prevent any transactions connected with this Agreement.
    3. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement.
  10. Closing
  11. The closing of the purchase and sale of the Shares (the "Closing") will take place on 20 September 2020 (the "Closing Date") at the offices of the Seller or at such other time and place as the Seller and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will deliver to the Purchaser duly executed transfers of the Shares.
  12. Expenses
  13. All parties agree to pay all their own costs and expenses in connection with this Agreement.
  14. Finder's Fees
  15. No party to this Agreement will pay any type of finder's fee to any other party to this Agreement or to any other individual in connection to this Agreement.
  16. All parties to this Agreement warrant and represent that no investment banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement and is entitled to a fee or commission in connection with said transaction. All parties to this Agreement indemnify and hold harmless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement.
  17. Dividends
  18. Any dividends earned by the Shares and payable before the Closing of this Agreement will belong to the Seller, and any dividends earned by the Shares and payable after the Closing of this Agreement will belong to the Purchaser.
  19. Any rights to vote attached to the Shares will belong to the Seller before the Closing and will belong to the Purchaser after the Closing.
  20. Governing Law
  21. The Purchaser and the Seller submit to the jurisdiction of the courts of England for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of England.
  22. Miscellaneous
  23. Time is of the essence in this Agreement.
  24. This Agreement may be executed in counterparts.  Facsimile signatures are binding and are considered to be original signatures.
  25. All warranties and representations of the Seller and the Purchaser connected with this Agreement will survive the Closing.
  26. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other party.
  27. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  28. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  29. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  30. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Seller and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
  31. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  32. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

     
   

____________________ (Seller)

     
   

Per:_________________________ (SEAL)

     


     
   

____________________ (Purchaser)

     
   

Per:_________________________ (SEAL)

     

Share Purchase Agreement Information

What is a Share Purchase Agreement?

Shareholders in a company use a Share Purchase Agreement, also known as a stock transfer form, to transfer their ownership of shares to someone new. When executed properly, this document becomes a legally binding agreement. The buyer then gains the rights and responsibilities associated with being a company shareholder, and the seller withdraws from the company.

The amount of shares you own determines your stake in a company and your eligibility for dividend payments. For example, if a company issues 10,000 shares and a shareholder owns 1,000 shares, the shareholder legally owns 10% of the company. Typically, this means they are entitled to 10% of the company's profits and 10% of the votes in corporate resolutions.

Who drafts the Share Purchase Agreement?

Either the buyer or the seller can draft the Share Purchase Agreement. However, it’s common for the buyer to draft the agreement so that it matches the terms they proposed in their Letter of Intent. Often, buyers propose a share purchase with a Letter of Intent first.

LawDepot’s Share Purchase Agreement is intended for transactions facilitated without the aid of an investment banker or broker (which means finder’s fees are not included). The third party who discovers the share sale may demand compensation in the form of finder’s fees because it’s likely the buyer wouldn’t have made the deal without them.

In some cases, a seller may need a board resolution for approval of the share transaction. This resolution may pass with or without a meeting of the company’s directors, depending on the company’s policies.

If your company cannot issue shares (e.g., you’re a sole proprietor or in a partnership), or if you plan to sell all the shares of your company, consider using a Purchase of Business Agreement.

What information does a Share Purchase Agreement include?

LawDepot’s Share Purchase Agreement template asks for the following information:

  • Details about the seller
  • Details about the purchaser
  • Share details, including the number and class of shares being sold
  • Payment details, including an option for a deposit
  • The ability to add extra clauses as needed

Our template also addresses the warranties and representations of the buyer and seller. These terms specify the relationship of the parties to the company, as well as how they’re bound (or not) to the agreement.

What is the difference between preferred shares and common shares?

Generally, there are two types of shares that a company distributes to its shareholders: preferred and common shares. The type of share determines the buyer's voting rights, dividend yields, and percentage of ownership in the company.

In most cases, preferred shares have the most potential for short-term gains because of the following reasons:

  • No voter rights
  • Dividends are issued to preferred shareholders first
  • Share value is calculated on par (i.e. at face value) and is affected by interest rates
  • Shares are callable (i.e. the share issuer has the right to redeem shares from the market after a time)

On the other hand, common shares often have the most potential for long-term gains because of the following reasons:

  • Voting rights
  • Dividends are issued to shareholders last
  • Share value is regulated by market demand and supply
  • Shares are not typically callable

In addition to preferred and common shares, a company may refer to its shares with a specific class structure. There are generally three classes (Class A, B, and C) that describe shares with distinct characteristics. For instance, a Class A share may have more voting rights per share than a Class B or C share.

To learn more about a company's share structure, you may consult the company's Articles of Incorporation or the public listing in which the shares are advertised.

Does this agreement include asset purchases?

No, LawDepot’s Share Purchase Agreement template does not include asset purchases.

A share purchase is the sale of someone's ownership in a company. In contrast, an asset purchase is the sale of a company's individual assets or liabilities. For example, a company asset is a tangible item or intangible resource such as:

  • Intellectual property (e.g. patents, business methods, etc.)
  • Goodwill (i.e. a company's positive reputation)
  • Equipment
  • Inventory
  • Real estate

The main difference between these kinds of purchases is that the seller retains ownership in a company with an asset purchase and forfeits ownership with a share purchase.

What happens to liabilities in a Share Purchase Agreement?

When a seller transfers their shares, all assets and liabilities also transfer to the buyer at carrying value. Any contracts (such as lease agreements) that the seller is in also transfer to the buyer. As such, buyers should be sure to conduct their due diligence of the company they’re planning to invest in. If the company establishes itself as a separate legal entity from its shareholders, the buyer likely won’t assume any liabilities.

Related documents:

  • Letter of Intent: Provide a non-binding letter that outlines the terms and conditions for a future Share Purchase Agreement.
  • Director’s Resolution: Use this document to record meeting minutes or to describe resolutions in lieu of a corporate meeting.
  • Non-Disclosure Agreement: When conducting due diligence and researching a company, use a Non-Disclosure Agreement to protect any sensitive business information that you discuss.
  • Non-Compete Agreement: After the seller transfers their shares, use a Non-Compete Agreement to prevent the exploitation of an unfair competitive advantage.
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