Updated 23.05.2024

Share purchase agreement 

A contract for the transfer of all or part of the shares of a limited company incorporated in England or Wales by an individual or holding company, majority or minority shareholder.

Use this contract: 

  • If you own shares in an English or Welsh limited company.
  • To sell all or part of your shares in a company.
  • Whether you are a managing partner or a passive minority shareholder.
  • When the sale is between individuals or companies, of any residence or origin.
  • When the price is to be paid in advance or afterwards, in a lump sum or by instalments.



This agreement is governed by laws of England and Wales and complies with corporate regulations 

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Protect yourself legally as the seller with the following options: 

  • Indication of approximate deadlines for formalising everything, with a certain delay to be tolerated and a grace period. 
  • Limitation of guarantees for non-executive or minority partners. 
  • Reservation of ownership of shares in the event of non-payment, and requirement for advance payment. 
  • Stipulation of conditions precedent to closing, such as an independent audit to be satisfied by the seller. 
  • Imposition of additional duties or restrictions on the purchaser, including the passing on of any tax on the transfer. 

Protect your interests while purchasing a company with the following terms: 

  • Imposition of restrictions on the seller, including a prohibition on competition. 
  • Seller’s guarantee of legal risks and possible right to be accepted and elected to the Board of Directors. 
  • Flexible payment plan, with regular or irregular, equal or different instalments. 
  • Clear allocation and capping of additional costs that may be charged on top of the price. 
  • Obligation to specify statutory restrictions and other benefits on shares. 
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