Share purchase agreement

3 Reviews
Select support levelCompare
Recommended

Document overview

This is an agreement for the sale of a majority or a minority shareholding in a private company for cash (rather than shares). The company could be in any industry, and the seller and the buyer could be private individuals or other companies. The document comes with an extensive choice of warranties designed to protect the value of your investment and give you the greatest legal advantage.
Compliant
Compliant with the latest law in
  • England & Wales
  • Scotland
Document propertied
Document properties
  • Length:25 pages (8650 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Notes
Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

email
Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Update
Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

About this document

It is usually the buyer who prepares the agreement for the purchase of shares in a company. The reason is that he or she bears most risk and can choose on what conditions the transaction occurs.

But because there is great advantage for the seller in presenting the first version, we have included provisions that benefit both sides. Our notes guide you as to which ones strengthen your position and which ones favour the other side.

This document is likely to be used by an external third party (human or corporate) to buy the shares of an existing shareholder.

Features

Strong protection for the buyer

The document provides the same high level of protection to the buyer that you would expect for the sale of a whole company including a choice of 140 warranties, a penalty payback provision if net profit is less than a certain agreed sum, and limited warranties from remaining shareholders.

Advantage for the seller

The document can also be used by a seller, either to produce an agreement that doesn’t favour the buyer as strongly, or as a guidance document to understand what might be seen as fair and reasonable compared to the document now presented by the buyer or his solicitors.

The agreement provides the framework to protect the interests of the selling shareholders to the extent that you choose. For example, there is an option to include a guarantor and an option for one of the selling shareholders to be a trustee (as a trustee, he cannot give full warranties). If the seller doesn’t present the agreement to the puchaser, he may still wish to include such clauses in the buyer’s document.

Warranties

A warranty is a promise that something is as it is described, and which, if untrue, can allow the side relying on that information to seek compensation.

This document differs from many other share sale agreement templates in the number of warranties included.

Warranties are important for two reasons.

The first is that they protect the purchaser, who does not have the same information as the seller about the state (and value) of the company.

The second is that they can improve the buyer’s position. Because it is normal practice for buyers to demand warranties, sellers often give them without being sure about whether the situation is as warranted. Buyers can take advantage by asking for more warranties than they might need, and later seeking compensation for those that turn out to be false.

You can read more about how they might be used in this type of transaction.

We provide a very full set of warranties, in plain English so it is easy to choose whether you want each to be given or not. Sellers will, obviously, want to limit those given.

The law relating to this agreement

The framework of the deal is the 2006 Companies Act. Within that framework, there are no special requirements as to what your deal should be.

Similar documents

This agreement is for a sale where no new shares are issued - the buyer simply purchases the shares owned by someone else.

Sometimes, you may want to change relative ownership proportions at the same time as the sale by subscribing to newly issued shares. For example, you may buy the shares of a departing shareholder and then invest additional equity to obtain a majority shareholding. In that case, you will need a purchase and subscription agreement.

Alternatively, you may be just want to invest along side existing shareholders. In that situation, you just need a subscription agreement. We also sell a simple subscription agreement for uncomplicated transactions that don’t require the warranties that the other documents have.

If you unsure, you may wish to read more about which agreement might best suit your transaction.

Contents

  • Definitions and interpretation
  • Agreement for sale
  • Calculation of minimum profit
  • Completion of the deal and delivery of documents
  • Warranties: sellers, trustee, non-sellers
  • Restrictive agreement to prevent sellers from competing afresh
  • Sellers' protection provisions
  • Various legal provisions usual in a document of this type
Sample share purchase agreementSample page from the shares sale agreement

CallTalk to us about this document

We are happy to answer any questions you have. Arrange for us to call you.

Recent reviews

Very Good
14 November 2022
Very good.
Milena Streater
Quick Success
01 May 2023
The only challenge I had would be to have the drafting or editing notes included at the clause in a different colour where it is applicable.
Other than that, enjoyed the template.

Nico Strydom
Nico Strydom
Service Very Good
26 November 2013
Service Very good
Alan T Bryant

Choose the level of support you need

Document Only

Complete the document template yourself using our guidance notes
£82.80
(incl VAT)
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
Most Popular

Lawyer Assist

Support from our legal team during and after editing
212 Reviews
£352.80
(incl VAT)
  • ok This document
  • okDocument with guidance notes explaining how to edit each paragraph
  • okUnlimited email support - ask our legal team any question related to completing the document
  • ok
    Review of your edited document by our legal team including:
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign

Bespoke

Drafted for you, to your precise requirements
from
£900.00
(incl VAT)
  • okA document drawn just for you to your exact requirements
  • okPersonalised service provided by an experienced solicitor
  • okFree discussion before we provide an estimate, for you to ask questions and for us to understand your requirements
  • okTransparent fees - a fixed fee for the basic work, a fixed hourly rate for new or changed instructions, and no charge for office overheads or third party disbursements
  • okCareful and thorough consideration of your circumstances and your consequent likely practical and legal requirements
  • okProvision of options that you may not have considered with availability for discussion
  • okHelp and advice woven into the fabric of our service so that you can make the best decisions
© 1999 - 2024 Net Lawman Limited.
All rights reserved