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Product ID: UK-CPsp01

(1 customer review)

This is an agreement for the sale of a majority or a minority shareholding in a private company.

The purchase price is paid in cash (rather than shares in the buyer company).

The company whose shares are bought and sold could be in any industry. The seller and the buyer could be private individuals or other companies.

The document provides strong protection for the buyer through a set of 115 warranties, and through the possibility of a "claw back" of some part of the purchase price from the seller in the event that the company fails to produce expected profits.

However, could also be used by a seller and presented to the buyer. Our notes guide you as to how to strengthen the position of one party over the other. For example, the seller may wish to cap his liability, or bring in a guarantor, or limit the warranties given.

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Product ID: UK-CPsp05

(1 customer review)

This agreement is for the sale of shares in a private company in any industry.

The sale is completed as a single cash deal.

The document includes a less extensive selection of warranties than the other shares sale agreements we offer.

It is suitable for transactions where the risks to the buyer are lower: such as when the buyer is familiar with the company, or when the seller is trusted.

Use this document for example when:

  • shares change hands within the existing body of shareholders and directors, such as on a management buy-in by a director, or on sale by one shareholder
  • you are buying from a close friend or relative, and you may not think it appropriate to tie that person down to the extent of a massive slate of detailed warranties
  • the risk of overstatement or understatement of assets or liabilities is low, so there is little risk to the buyer
  • the company is being sold to another company in the same group in a reorganisation of group structure
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Product ID: UK-CPsp04

Share purchase and subscription agreement

This single document records two types of transactions at a time: a new shareholder subscribes for a newly issued shares whilst at the same time buying shares from existing shareholders.

A full raft of warranties protects the new shareholder’s investment as if he were buying whole company outright.

We include an optional provision for a reduction in the final price paid if company profit is not as expected.

The document provides the option to reference any loan the buyer may be making. The terms of any loan will need to be covered in a separate loan agreement

There are also options:

  • as to whether all shareholders are to be bound by warranties or only those who have intimate knowledge because they run the company - the directors
  • to include a guarantor
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Product ID: UK-CPsp02

Share subscription agreement

A subscription agreement is appropriate to use when new shares are issued – to bring in a new shareholder, or increase the holding of an existing one.

This document gives the buyer a high level of protection through a formula for the final subscription price to be based on the future performance of the company, with a retention against poor performance. The subscriber pays in cash but holds back an agreed sum until after the next set of accounts.

If the accounting profit is not as promised, then the final balancing payment is reduced. The penalty reduction to balance due by you is calculated by reference to a simple, flexible formula.

The agreement provides the same protection to the subscriber as he would expect if the whole company were being bought outright. We have included a menu of 115 warranties (less what you decide to edit out).

As drawn, the document binds all the shareholders to the warranties, but you could decide that only shareholder-directors should be at risk.

It includes an option in case one or more of the selling shareholders is a trustee (as a trustee, he cannot give warranties).

If the subscriber is also lending money to the company then you should couple this document with a loan agreement.

Note: For the subscription by an existing shareholder consider the simple version of this document. The existing shareholder will require fewer warranties as he is already associated with company.

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Product ID: UK-CPsp03

Shares subscription agreement: simple transaction

This is a simple subscription agreement for new shares where the subscriber does not need warranties about the state of the company.

It is intended for smaller and uncomplicated transactions: the subscriber may already be familiar with the company (for example, he or she may be a director or a shareholder), or may trust the shareholders, or the transaction might be low risk.

The subscription is for cash, with payments in two stages. The final price to be paid is dependent on the profit of the company in the next set of accounts. If the profit is not as promised, the subscriber can deduct an amount from the final payment. The penalty reduction of balance is calculated by reference to a simple, flexible formula.

Examples of use:

  • for the introduction of a family member into a company
  • a senior employee or director buy-in
  • the appointment of a new non-executive board member who requires only a nominal shareholding
  • for an existing shareholder to invest additional equity
  • in any case where a low price reduces the risks significantly
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