What is a share sale and purchase agreement?

A share purchase agreement is a formal contract or an agreement that sets out the terms and conditions relating to the sale and purchase of shares in a company. The share purchase agreement should very clearly set out what is being sold, to whom and for how much, as well as any other obligations and liabilities.

What is a share purchase agreement used for?

A Share Purchase Agreement is a document a shareholder may use to transfer their ownership of company shares (also called stock) to a buyer.

Do you need a share purchase agreement?

A Share purchase agreement itself is a private document and there is no requirement to file it with Companies House. However, you should notify Companies House of the change of share ownership in the target company’s next annual return.

How do I get a share purchase agreement?

5 easy steps to file share purchase agreement Signature by both the parties. A witness can be signatory as well in case of any doubt on the purchaser. Copies should be made for a purchaser, seller and the company. Giving the certificate after the payment.

What should a share purchase agreement include?

The core elements of a Share Purchase Agreement include: Shares, Purchase Price, Payment, Closing Deliveries, Closing Date, Representations and Warranties. The Share Purchase Agreement may also contain clauses dealing with Confidentiality, Non-Competition, Non-Solicitation, and Deposit.

What is the difference between shareholders agreement and share purchase agreement?

As share purchase agreements just lay down a lawful agreement between the parties about the transfer of shares, Shareholders agreement lays down the rights and other obligations of the parties. It defines the actual relationship of the parties in terms of rights generated by purchasing shares of the company.

Who drafts the share purchase agreement?

The share purchase agreement is the main document. It is normally drafted by the buyer although it is common for the seller to produce the first draft on an auction sale. Note. On an auction sale, the first draft of the share purchase agreement is generally prepared by the seller.

Who are the parties to a share purchase agreement?

The parties to a Share Purchase Agreement are the Purchaser and the Seller.

What is share transfer agreement?

A Share Transfer Agreement is an agreement that transfers shares from the vendor, to a purchaser corporation in exchange for shares in the purchaser corporation.

What is a share subscription agreement?

A share subscription agreement is basically an arrangement where the agreement is made between the company and the investor that involves the acquisition of ownership in the company by issuance of new share. Acquisition in a company can either involve purchase of existing securities or issuance of new shares.

What are the execution requirements for a share purchase agreement?

The SPA will:

• Describe the main commercial terms of the transaction (what shares are being sold, the identity of the buyer and seller, and the sale price), and the duties of the parties in relation to the sale.
• Contain protections for the buyer, including disclosure of key business details.

What is the procedure for share transfer?

Step 1: Obtain share transfer deed in the prescribed format. Step 2: Execute the share transfer deed duly signed by the Transferor and Transferee. Step 3: Stamp the share transfer deed as per the Indian Stamp Act and Stamp Duty Notification in force in the State.

What is a stock sale agreement?

Stock Sale Agreement. A stock sales agreement is an official document, which is prepared between the stock seller firm and an interested stock buyer in order to sell the available stocks. Such an agreement is based on the legitimate clauses, payment terms and type of the stock to be sold.

What is a business purchase agreement?

A Business Purchase Agreement, also referred to as a Business Transfer Agreement or an Offer of Business Agreement, is an agreement entered into between a seller and purchaser for rights to the business. Therefore, the purchaser is essentially taking over the company from the seller.

What is a shareholder contract?

The shareholder agreement is a contract between all the parties who sign it, giving rights and responsibilities to those who become stakeholders in the business. It is a foundation on which to build a solid business, and it will protect the interests of everyone involved if it is written correctly.

What is an acquisition agreement?

An acquisition agreement is a critical contract when one company decides to purchase another company. Each merger and acquisition transaction will have unique terms and can vary widely from one another.