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A share purchase agreement is a legal document which allows one party to sell shares in a company to another party who is desirous of purchasing those shares.
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  • Online form allows you to choose from various clauses.
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Gold includes everything in Silver, plus:

  • One round of amendment of the agreement.
  • Customisation as per your requirements.
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Platinum includes everything in Gold, plus:

  • Two rounds of amendments to customise it as per your requirements.

What is a Share Purchase Agreement?

A share purchase agreement is a legal document which allows one party to sell shares in a company to another party who is desirous of purchasing those shares. A share purchase agreement has specific details as to the value of each share, the rights, obligations, and dividends that may be associated with those shares.

A share purchase agreement is inclusive of specific dates for the commencement and completion of the transaction of sale and purchase of the shares through a mutual understanding between the parties. This agreement also involves warranties as well as fulfilment of certain conditions precedent on behalf of the seller, which allows the purchaser to conduct his due diligence before they part ways with their money to purchase the shares.

Warranties play a key role in any share purchase agreement. Since share purchase agreement involves shares of a particular company, it is important for any purchaser to understand the financials of the company. Further, if any misrepresentation is being made to the purchaser, the warranties protect the purchaser from facing the consequences. A similar set of Warranties are also there to protect the interests of the Seller as well. This is to ensure that the purchaser has the legal authority and capacity to purchase the shares. Therefore, a share purchase agreement would also include a detailed set of warranties in order to safeguard the interest of both the parties.

Who is the seller?

A seller is a party to a share purchase agreement who sells the shares under the terms and conditions of the agreement. The seller enters into share purchase agreement to sell the shares at a specified price which needs to be paid by the purchaser as per the terms and conditions of the agreement. Upon completion of the transaction under the share purchase agreement, all the rights and liabilities associated with the shares are transferred from the seller to the purchaser.

Who is the purchaser?

A purchaser is a party to a share purchase agreement who purchases the shares under the terms and conditions of the agreement. A purchaser can be any person who has the legal capacity and authority to purchase shares of a company. The purchaser offers or agrees to a specific price per share that they are willing to pay, and can buy any number of shares, subject to the seller accepting or offering the same. Upon completion of the terms of the agreement, the purchaser becomes the legal owner of the shares in the respective company.

Why is There a Need to Enter into a Share Purchase Agreement?

In business, it is common practice to purchase shares in a company that a person or an entity may hold. To complete the transaction of purchasing or selling shares, a share purchase agreement outlines the following details:

  1. Details of the shares that are to be purchased;
  2. The purchase price; and
  3. Details of the rights, obligations, and dividends associated with the shares, the amendment of articles of association of a company and even board meeting to approve the new articles of association.

Thus, the share purchase agreement is an important legal instrument to define all the rights and obligations of the parties and to facilitate a smooth transaction.

Furthermore, a share purchase agreement allows the purchaser to take over the shares of a company while retaining the company’s existing workforce, which includes their total staff and employees. This means that the agreement can help navigate the whole transaction without any consequences for the company’s workforce or requiring their involvement.

What Does a Share Purchase Agreement Cover?

A share purchase agreement can have any terms that the parties may mutually agree upon. However, there are certain important elements that must be covered in any share purchase agreement. These terms are mentioned below:

1. Personal information of the parties to the agreement

Parties to an agreement should be defined precisely, including their full name, address, and details of their relevant identity document. In case one of the parties to the agreement is a corporate entity, their trade or commercial license should also be included in the personal information.

2. Starting and completion date of the agreement

A share purchase agreement should have a defined starting date. This is also known as the commencement date of the agreement. The commencement date is considered to be important as it defines the date on which the legal relationship of the seller and the purchaser starts. Similarly, a share purchase agreement should also have a defined completion date. The completion date is intended to keep a limitation on the period of time by which, the transaction of the agreement should stand completed.

3. Conditions precedent

Another one of the most important clauses in a share purchase agreement would be the conditions precedent clause. This is inclusive of all the conditions that need to be satisfied before parties can proceed with the transfer of shares. There may be instances where the parties are required to seek permission from relevant government authorities/department before they can proceed with the transaction. In certain cases where debt capital such as bank loans are involved, the parties may be required to seek prior approval from the concerned bank as well. This is why it is important to include a well-constructed conditions precedent clause.

4. Consideration

The consideration clause defines the total amount agreed to be paid for sale of the shares. It includes the total amount, the mode of payment (whether through wire transfer, manager’s cheque, or cash), instalments or tranche scheme, if any, and any other provisions that is mutually agreed upon by both the parties.

5. Details about shares

Since the entire agreement is constructed on the basis of the shares that need to be sold or purchased, it is vital to define the details of the shares. The details regarding the shares would include the total number of shares, the value per share, the type of shares, and the name of the company whose shares form the subject matter of the agreement.

6. Rights associated with the shares

Along with the legal ownership, the purchaser inherits certain rights associated with the shares. These rights should also be aptly defined under the share purchase agreement. It is also important to define the period of time from which the rights stand transferred from the seller to the purchaser.

7. Warranties

Warranties form a key element in a share purchase agreement. Since a share purchase agreement is essentially a sale/purchase agreement, warranties of both the parties to the agreement should be defined. This clause would allow each party to be given certain assurances, as warranties, before they enter into the agreement. Furthermore, since both the parties require well defined warranties in order to safeguard their respective interests, this clause is of paramount importance in any share purchase agreements. Considering the importance of this clause, it needs to be constructed in a precise and comprehensive manner to avoid doling out any unwanted or overburdening assurances.

8. Applicable law and jurisdiction

Lastly, a share purchase agreement should specify the governing law, which becomes the applicable law to be used for interpretation of all the provisions of the agreement.

The provision of jurisdiction defines the courts or arbitration centres which would decide over any disputes which may arise in the future with respect to the agreement.

9. Additional terms

A share purchase agreement incorporates other additional terms as may be mutually agreed between the parties such as consequences of non-completion, termination, and indemnities. These additional terms define the relationship of the parties in more details.

The objective of having detailed provisions is to mitigate the risk associated under the share purchase agreement. More streamlined provisions allow the parties to have confidence that their respective rights are duly protected.

Our online form provides a wide range of customisations that cater to all clients on a case-by-case basis. We provide our clients with more freedom and control in terms of what their share purchase agreement should cover. Please see our different packages to see various available options in terms of personal customisation of share purchase agreement.

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