[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-agreement-of-purchase-and-sale-of-shares-2-D320":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT OF PURCHASE AND SALE This Agreement of Purchase and Sale (the \"Agreement\") is effective [DATE], BETWEEN: [INDIVIDUAL NAME] (the \"First Registered Holder\"), an individual with his main address located at [State/Province] of [STATE/PROVINCE]: [YOUR COMPLETE ADDRESS] AND: [INDIVIDUAL NAME] (the \"Second Registered Holder \"), an individual with his main address located at of the [State/Province] of [STATE/PROVINCE]: [COMPLETE ADDRESS] AND: [INDIVIDUAL NAME] (the \"Trustee\"), an individual with his main address located at of the [State/Province] of [STATE/PROVINCE]: [COMPLETE ADDRESS] WHEREAS [INDIVIDUAL NAME] is the First Registered Holder of [NUMBER] Common shares of [COMPANY NAME] and [NUMBER] Common shares of [COMPANY NAME], and [INDIVIDUAL NAME], is the registered holder of [NUMBER] Common shares of [COMPANY NAME]; WHEREAS [INDIVIDUAL NAME] is the Second Registered Holder of [NUMBER] Common shares of [COMPANY NAME] and [NUMBER] and [NUMBER] common shares of [COMPANY NAME]; WHEREAS [INDIVIDUAL NAME] Trust is the registered holder of [NUMBER] common shares of [COMPANY NAME] and [NUMBER] common shares of [COMPANY NAME]; WHEREAS the parties wish to provide for the disposition by Second Registered Holder and the [INDIVIDUAL NAME] Trust of their shares of [COMPANY NAME] and [COMPANY NAME], the whole substantially upon the following terms and subject to the following conditions: NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: The [NUMBER] common shares of [COMPANY NAME] held by the [INDIVIDUAL NAME] Trust will be redeemed for a price of [AMOUNT] per share, payable cash. The [NUMBER] common shares of [COMPANY NAME] held by [COMPANY NAME] will be simultaneously redeemed upon the same terms and conditions.",null,"Agreement of Purchase and Sale of Shares 2","2",44,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-of-purchase-and-sale-of-shares-2-D320.png","https://templates.business-in-a-box.com/imgs/250px/320.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#320.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","agreement purchase sale shares 2","Agreement of Purchase and Sale of Shares 2 Template","https://templates.business-in-a-box.com/imgs/400px/320.png","https://templates.business-in-a-box.com/imgs/600px/320.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal 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Short","/template/agreement-of-purchase-and-sale-of-business-assets-short-D319","https://templates.business-in-a-box.com/imgs/250px/319.png",{"label":72,"url":73,"thumb":74,"extension":10},"Stock Purchase Agreement","/template/stock-purchase-agreement-D349","https://templates.business-in-a-box.com/imgs/250px/349.png",{"label":76,"url":77,"thumb":78,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":80,"url":81,"thumb":82,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":84,"url":85,"thumb":86,"extension":10},"Share Purchase Agreement Deemed Dividend","/template/share-purchase-agreement-deemed-dividend-D342","https://templates.business-in-a-box.com/imgs/250px/342.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":100,"url":101},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":33,"url":98},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":116,"url":117},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[112,113],{"label":33,"url":98},{"label":114,"url":115},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":131,"url":132},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":127,"description":6},"letter of intent_acquisition of business",[129,130],{"label":33,"url":98},{"label":33,"url":98},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":122,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":141,"description":6},"buy sell agreement",[143,145],{"label":17,"url":144},"finance-accounting",{"label":20,"url":146},"buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":149,"descriptionCustom":6,"label":150,"pages":121,"size":122,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":155,"description":6},"non disclosure agreement nda",[157,158],{"label":33,"url":98},{"label":159,"url":160},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":122,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":178},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","4","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":170,"description":6},"checklist customer due diligence",[172,175],{"label":173,"url":174},"Business Plan Kit","business-plan-kit",{"label":176,"url":177},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",false,{"seo":181,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":257,"clauses":294,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":515,"classification":516},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185,"robots":192,"family":184,"is_canonical":179},"Agreement of Purchase and Sale of Shares Template #2 (Free Word)","Free share purchase agreement template covering purchase price, representations, closing conditions, and indemnification. Used in 190+ countries. Free Word and PDF download.","agreement of purchase and sale of shares",[186,187,188,189,190,191],"share purchase agreement template word","share purchase agreement free","buy sell agreement shares template","share sale agreement template","business acquisition agreement template","share transfer agreement template","noindex,follow",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An Agreement of Purchase and Sale of Shares is a legally binding contract between a seller and a buyer that governs the transfer of ownership in a corporation through the sale of its shares. This free Word download covers purchase price, payment structure, representations and warranties, closing conditions, and indemnification in a single document you can edit online and export as PDF.\n","Use it when an individual or entity is selling some or all of their shares in a private corporation to a buyer — whether as a full business acquisition, a partial ownership transfer, or a buyout of a co-shareholder. It is required before any share transfer is registered and before closing funds change hands.\n","Identified parties and share details, purchase price and payment terms, representations and warranties from both seller and buyer, closing conditions and deliverables, indemnification obligations, and governing law. Supporting schedules cover the share register, disclosed liabilities, and any agreed exceptions to the warranties.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Business owners selling their company","Documenting the full terms of a private share sale to an acquirer","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Buyers acquiring a private corporation","Securing enforceable representations and warranties before closing","persona-ceo",{"title":214,"use_case":215,"icon_asset_id":216},"Co-founders buying out a departing partner","Formalizing a shareholder buyout at an agreed valuation","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Private equity and acquisition professionals","Structuring the share acquisition component of a larger deal","persona-investor",{"title":222,"use_case":223,"icon_asset_id":224},"Corporate lawyers and M&A advisors","Starting from a solid template before tailoring to deal-specific terms","persona-legal-counsel",{"title":226,"use_case":227,"icon_asset_id":228},"Family business successors","Transferring shares to the next generation or a management buyout team","persona-family-business",[230,234,237,241,245,249,253],{"situation":231,"recommended_template":232,"slug":233},"Selling 100% of shares in a private company to a single buyer","Agreement of Purchase and Sale of Shares (Full Acquisition)","agreement-of-purchase-and-sale-of-shares-2-D320",{"situation":235,"recommended_template":104,"slug":236},"Buying assets of a business rather than its shares","asset-purchase-agreement-D928",{"situation":238,"recommended_template":239,"slug":240},"Governing ongoing shareholder rights after the transfer","Shareholders Agreement","shareholders-agreement-D1016",{"situation":242,"recommended_template":243,"slug":244},"Transferring a minority stake with investor protections","Share Subscription Agreement","share-subscription-agreement-private-long-form-D343",{"situation":246,"recommended_template":247,"slug":248},"Pre-sale letter of intent to outline deal terms before drafting","Letter of Intent (Business Acquisition)","letter-of-intent-D12655",{"situation":250,"recommended_template":251,"slug":252},"Restricting share transfers among existing shareholders","Right of First Refusal Agreement","right-of-first-refusal-agreement-D5157",{"situation":254,"recommended_template":255,"slug":256},"Selling shares in a family business at a negotiated price","Buy-Sell Agreement","buy-sell-agreement-D12611",[258,261,264,267,270,273,276,279,282,285,288,291],{"term":259,"definition":260},"Purchased Shares","The specific number and class of shares being transferred from the seller to the buyer under the agreement.",{"term":262,"definition":263},"Purchase Price","The total consideration the buyer agrees to pay for the purchased shares, stated in a specific currency and payment structure.",{"term":265,"definition":266},"Representations and Warranties","Factual statements made by each party about themselves and the company that the other party relies on before closing.",{"term":268,"definition":269},"Closing","The moment at which all conditions are satisfied, share certificates are delivered, and payment is made — completing the transaction.",{"term":271,"definition":272},"Conditions Precedent","Requirements that must be fulfilled before either party is obligated to proceed to closing — such as regulatory approval or board consent.",{"term":274,"definition":275},"Indemnification","An obligation by one party to compensate the other for losses arising from a breach of a representation, warranty, or covenant in the agreement.",{"term":277,"definition":278},"Holdback","A portion of the purchase price retained by the buyer for a defined period to cover potential indemnification claims discovered after closing.",{"term":280,"definition":281},"Share Certificate","A physical or electronic document issued by the corporation confirming the registered holder's ownership of a specified number of shares.",{"term":283,"definition":284},"Disclosure Schedule","A schedule attached to the agreement listing known exceptions to the seller's representations and warranties, reviewed and accepted by the buyer.",{"term":286,"definition":287},"Working Capital Adjustment","A post-closing price adjustment mechanism that reconciles the company's actual working capital at closing against a target amount agreed before signing.",{"term":289,"definition":290},"Non-Competition Covenant","A post-closing restriction preventing the seller from operating a competing business for a defined period and within a defined geography.",{"term":292,"definition":293},"Fundamental Representations","A subset of representations — typically covering title to shares, corporate authority, and capitalization — that carry longer survival periods and higher indemnity caps.",[295,300,305,310,315,320,325,329,334],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Parties and recitals","Identifies the seller and buyer as legal entities or individuals, states the corporation whose shares are being sold, and provides background context for the transaction.","This Agreement is entered into as of [DATE] between [SELLER FULL LEGAL NAME] ('Seller') and [BUYER FULL LEGAL NAME] ('Buyer'). The Seller holds [NUMBER] [CLASS] shares of [CORPORATION NAME] (the 'Corporation'), representing [X]% of the issued and outstanding shares.","Using a trade name or nickname instead of the registered legal name of either party. If the named seller does not legally own the shares on record, the transfer cannot be registered and closing fails.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Agreement to purchase and purchase price","States the seller's obligation to sell and the buyer's obligation to buy the specified shares, and sets out the total purchase price and how it is structured — lump sum, installments, or earnout.","Subject to the terms herein, Seller agrees to sell and Buyer agrees to purchase the Purchased Shares for an aggregate purchase price of $[AMOUNT] ([AMOUNT IN WORDS] Dollars), payable as follows: (a) $[DEPOSIT] on execution; (b) $[BALANCE] on Closing.","Omitting the payment structure entirely and stating only a total price. Without installment dates, holdback amounts, and interest on deferred amounts, disputes over when money is owed are inevitable.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Seller representations and warranties","Seller's factual statements about their legal authority to sell, clean title to the shares, accuracy of financial statements, absence of undisclosed liabilities, and the company's compliance with applicable law.","Seller represents and warrants to Buyer as of the date hereof and as of Closing that: (a) Seller has full authority to enter into this Agreement; (b) the Purchased Shares are owned beneficially and of record by Seller, free of all Encumbrances; (c) the Financial Statements are true and fair in all material respects.","Using a generic warranty that the company 'is in good standing' without specifying which jurisdictions. A company may be current in its home province or state but delinquent in others where it also operates.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Buyer representations and warranties","Buyer's confirmations that they have authority to enter into the transaction, are not prohibited from acquiring the shares, and have conducted their own due diligence.","Buyer represents and warrants that: (a) Buyer has full power and authority to execute this Agreement; (b) the execution and performance of this Agreement does not violate any law, regulation, or agreement binding on Buyer; (c) Buyer is acquiring the Purchased Shares for investment purposes and not with a view to public distribution.","Leaving the buyer representations section sparse or entirely blank. A buyer without enforceable representations gives the seller no recourse if the buyer fails to close or causes post-closing harm.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Conditions to closing","Lists the conditions each party must satisfy before the other is obligated to proceed — such as board or shareholder approval, regulatory consents, third-party waivers, and accuracy of representations.","The obligations of Buyer to complete the purchase are subject to: (a) all representations and warranties of Seller being true and correct in all material respects as of Closing; (b) receipt of written consent from [THIRD PARTY / BOARD]; (c) no Material Adverse Change having occurred since the date of this Agreement.","Failing to specify what happens when a condition is not met — whether the agreement terminates automatically, one party can waive the condition, or either side can extend the closing deadline. Without this, a failed condition creates a standoff.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Closing deliverables","Enumerates every document, payment, and action each party must complete at closing — share certificates, corporate resolutions, officer resignations, legal opinions, and funds transfer.","At Closing, Seller shall deliver: (a) duly endorsed share certificate(s) for the Purchased Shares; (b) a certified copy of the board resolution authorizing the transaction; (c) resignation letters of all directors designated by Seller, effective at Closing. Buyer shall deliver the Closing Payment by wire transfer to Seller's designated account.","Listing deliverables in the body of the agreement but not in a closing checklist schedule. Closing day is high-pressure; a missing resignation letter or board resolution can delay registration and trigger material adverse change arguments.",{"name":274,"plain_english":326,"sample_language":327,"common_mistake":328},"Defines each party's obligation to compensate the other for losses arising from a breach of representations, warranties, or covenants, and sets the survival period, deductible basket, and maximum indemnity cap.","Seller shall indemnify, defend, and hold harmless Buyer from and against any Losses arising from: (a) any breach of Seller's representations or warranties; (b) any Excluded Liability. Seller's aggregate indemnification obligation shall not exceed $[CAP AMOUNT]. Claims must be made within [X] months of Closing.","Setting a survival period shorter than the applicable tax assessment or statute of limitations period. If the CRA, IRS, or HMRC audits the corporation after the survival period expires, the buyer has no indemnity recourse for pre-closing tax issues.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Non-competition and non-solicitation","Restricts the seller from competing with the acquired business or soliciting its customers and employees for a defined period and geography post-closing.","For a period of [X] years following Closing, Seller shall not, directly or indirectly: (a) carry on or be engaged in a Competing Business within [GEOGRAPHIC AREA]; (b) solicit or hire any employee of the Corporation; (c) solicit any customer of the Corporation.","Using the same non-compete duration for the seller as would be used in an employment contract. Courts generally enforce longer post-sale non-competes (up to 3–5 years) when tied to consideration paid — a point sellers frequently push back on without understanding.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law, dispute resolution, and notices","Specifies the jurisdiction whose law governs the agreement, the mechanism for resolving disputes (arbitration or litigation), and the formal notice requirements for all communications under the agreement.","This Agreement shall be governed by the laws of [PROVINCE / STATE / COUNTRY]. Any dispute shall be resolved by binding arbitration in [CITY] under the rules of [AAA / ADRIC / LCIA]. Notices shall be in writing and delivered to the addresses set out in Schedule [X].","Selecting a governing law jurisdiction with no connection to either party or the corporation. Courts in several provinces and states have refused to apply foreign governing-law clauses where there is no legitimate connection, creating uncertainty about which law actually applies.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify all parties with their full legal names","Enter the seller's and buyer's registered legal names exactly as they appear in corporate registries or on government ID. State the corporation's full registered name, jurisdiction of incorporation, and corporate registration number.","Pull the corporate registry certificate the same day you draft — registered names change and stale records create closing risk.",{"step":346,"title":347,"description":348,"tip":349},2,"Specify the purchased shares precisely","State the exact number of shares, the class (e.g., Class A Common), and the certificate numbers being transferred. Confirm this matches the current share register and any existing shareholders agreement.","Cross-reference the shareholders agreement for any right of first refusal or co-sale rights that must be waived before the sale can proceed.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the purchase price and payment structure","Enter the total consideration, the deposit amount and due date, the balance payable at closing, and any holdback amount with its release conditions. If an earnout applies, define the metric, measurement period, and payment formula precisely.","Earnout disputes are among the most litigated post-closing issues — define every variable (revenue vs. EBITDA, GAAP or IFRS, inclusions and exclusions) before signing.",{"step":356,"title":357,"description":358,"tip":359},4,"Complete the seller representations and attach the disclosure schedule","Review each representation carefully and note any known exceptions in Schedule A (the disclosure schedule). Undisclosed exceptions discovered after closing become indemnifiable breaches.","Err on the side of over-disclosure. A disclosed risk shifts the loss to the buyer; an undisclosed one creates indemnity liability for the seller.",{"step":361,"title":362,"description":363,"tip":364},5,"Define closing conditions and the closing date","List every condition each party must satisfy, the deadline by which each must be met, and the consequences of a failed condition — waiver, extension, or termination with or without a break fee.","Build at least 30 days between signing and the targeted closing date to allow time for regulatory filings, third-party consents, and due diligence follow-up.",{"step":366,"title":367,"description":368,"tip":369},6,"Draft the indemnification framework","Set the survival period (typically 12–24 months for general representations; indefinitely for fundamental representations and tax matters), the basket deductible, and the aggregate indemnity cap. Tie the cap to a percentage of the purchase price.","A common starting point is a deductible basket of 0.5–1% of purchase price and an aggregate cap of 10–25% — adjust based on deal size and risk profile.",{"step":371,"title":372,"description":373,"tip":374},7,"Prepare the closing checklist as a schedule","List every deliverable each party must bring to closing — share certificates, board resolutions, officer resignations, regulatory clearances, and payment confirmations. Number each item and assign a responsible party.","Send a draft closing checklist to both sides at least 5 business days before closing so missing items surface before the closing meeting, not during it.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute with wet-ink or qualified electronic signatures before transfer","Both parties must sign before any share certificates are delivered or funds transferred. Confirm your jurisdiction permits electronic signatures for share purchase agreements — most do, but some require wet-ink originals for corporate registration.","Retain a fully executed copy with all schedules in a secure document repository immediately after signing — reconstruction after a dispute is both expensive and unreliable.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Signing before completing due diligence","A buyer who signs unconditionally without investigating the company's financials, liabilities, and contracts has no legal recourse if undisclosed problems surface post-closing. The representations become the only protection, and litigating them is expensive.","Include a due diligence condition precedent giving the buyer a defined period — typically 15–30 days — to review financial statements, tax returns, contracts, and regulatory filings before being bound to close.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting a working capital adjustment mechanism","Without it, a seller can extract cash or allow receivables to erode between signing and closing, delivering a company with materially less working capital than the buyer expected at the agreed price.","Define a target working capital level and a post-closing adjustment formula that increases or decreases the purchase price dollar-for-dollar against the actual closing working capital.",{"mistake":390,"why_it_matters":391,"fix":392},"Using a survival period shorter than the tax limitation period","Tax authorities in Canada, the US, and the UK typically have 3–6 years to assess prior-period taxes. A 12-month survival period leaves the buyer fully exposed to pre-closing tax liabilities that emerge after the indemnity expires.","Set the survival period for tax representations to at least the applicable limitation period plus 90 days, and carve out fraud and fundamental representations as surviving indefinitely.",{"mistake":394,"why_it_matters":395,"fix":396},"No disclosure schedule or a blank one","Every exception to a warranty must be disclosed to be protected. An undisclosed known liability — a lawsuit, a lease default, a CRA reassessment — becomes a clean breach of warranty and triggers indemnification.","Prepare the disclosure schedule in parallel with due diligence, not after signing. Every schedule item should reference the specific warranty it qualifies.",{"mistake":398,"why_it_matters":399,"fix":400},"Ignoring third-party consent requirements","Key contracts — leases, supplier agreements, bank facilities, and government licences — frequently contain change-of-control clauses requiring third-party consent to a share sale. Failing to obtain consent can trigger immediate default or termination of those agreements.","Conduct a contract review as part of due diligence to identify all change-of-control provisions and make obtaining required consents a condition precedent to closing.",{"mistake":402,"why_it_matters":403,"fix":404},"Drafting the non-compete without considering jurisdictional limits","A non-compete that is reasonable in Ontario or England may be unenforceable in California or Québec, where courts apply stricter tests. A void non-compete leaves the buyer with no protection against the seller immediately competing.","Tailor the non-compete's geography, duration, and scope to the jurisdiction governing the agreement, and consider separate covenants for each jurisdiction if the business operates across borders.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is an agreement of purchase and sale of shares?","An agreement of purchase and sale of shares is a legally binding contract that governs the transfer of share ownership in a private corporation from a seller to a buyer. It sets out the purchase price, the shares being transferred, the representations and warranties each party makes, the conditions that must be met before closing, and each party's obligations after the deal closes. It is the primary legal document for any private company acquisition structured as a share sale rather than an asset sale.\n",{"question":410,"answer":411},"What is the difference between a share purchase and an asset purchase?","In a share purchase, the buyer acquires the corporation itself — inheriting all its assets, liabilities, contracts, and tax history. In an asset purchase, the buyer selects specific assets and typically does not assume historical liabilities. Buyers generally prefer asset purchases for the liability protection; sellers generally prefer share sales for the tax treatment — notably the lifetime capital gains exemption available to qualifying Canadian sellers. The choice has significant tax and legal consequences that differ by jurisdiction.\n",{"question":413,"answer":414},"Does a share purchase agreement need to be notarized?","In most common-law jurisdictions — including the US, Canada, and the UK — notarization is not required for a share purchase agreement to be legally enforceable. Valid signatures from both parties, ideally witnessed, are typically sufficient. However, some corporate registries and financial institutions may require notarized or certified copies of specific closing documents, such as share certificates or board resolutions. Always confirm requirements with the relevant registry before closing.\n",{"question":416,"answer":417},"What representations and warranties should a seller make?","A seller typically warrants: legal authority to sell the shares, clean title to the shares free of encumbrances, accuracy of the company's financial statements for a specified period, absence of undisclosed material liabilities, current tax compliance, no material litigation pending or threatened, and compliance with applicable laws and licences. Fundamental representations — title, authority, and capitalization — usually survive indefinitely; general business representations typically survive 12–24 months post-closing.\n",{"question":419,"answer":420},"What is an indemnification holdback?","An indemnification holdback is a portion of the purchase price — commonly 5–15% — retained by the buyer for a defined period after closing, typically 12–18 months, to cover potential losses arising from breaches of the seller's representations and warranties. If no valid claims are made before the holdback period expires, the retained amount is released to the seller. Holdbacks provide the buyer with a practical remedy without requiring immediate litigation.\n",{"question":422,"answer":423},"Can I use a share purchase agreement for a partial ownership transfer?","Yes. A share purchase agreement can document the sale of any number of shares — from a minority stake to 100% of the issued shares. For partial transfers, the agreement should address how the buyer's rights interact with the existing shareholders agreement, whether the transfer triggers any right of first refusal, and what governance rights (board seats, approval rights) the buyer receives. A shareholders agreement should also be reviewed and potentially amended at closing.\n",{"question":425,"answer":426},"How long does it take to close a share purchase transaction?","A simple share sale between two individuals involving a small private company can close in 2–4 weeks if due diligence is straightforward and no third-party consents are needed. Mid-market deals involving significant due diligence, regulatory approvals, or complex financing typically take 60–120 days from signing to closing. Competition law or foreign investment reviews can extend the timeline further. Build closing conditions and long-stop dates into the agreement to manage delays.\n",{"question":428,"answer":429},"Is a letter of intent required before signing a share purchase agreement?","A letter of intent (LOI) is not legally required but is standard practice in most private M&A transactions. The LOI records the agreed price, structure, and key terms before the full agreement is drafted, and typically includes an exclusivity period during which the seller cannot negotiate with other buyers. It reduces the cost of drafting the full agreement by ensuring both parties are aligned on fundamentals before legal fees escalate.\n",{"question":431,"answer":432},"Do I need a lawyer to complete a share purchase agreement?","For any transaction of material value, legal review is strongly recommended. Share purchase agreements have significant tax, liability, and corporate law implications that vary by jurisdiction and deal structure. A template is a sound starting point for straightforward private transactions, but a lawyer should review the final document — and ideally advise on the indemnification framework, representations, and tax structuring — before either party signs. Fees for a template-based legal review typically range from $1,500 to $5,000 depending on complexity.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","IP ownership warranties are critical — the agreement must confirm the corporation owns all software, code, and patents free of third-party claims, and that no open-source licenses affect commercialization.",{"industry":439,"icon_asset_id":440,"specifics":441},"Professional Services","industry-professional-services","Client concentration risk and key-person dependency must be addressed through representations on client contract continuity and seller non-solicitation covenants covering both clients and staff.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing","industry-manufacturing","Environmental liability representations and environmental indemnities are standard given potential contamination exposure; regulatory and safety compliance warranties covering equipment and facilities are also expected.",{"industry":447,"icon_asset_id":448,"specifics":449},"Retail / E-commerce","industry-retail","Inventory valuation methodology and working capital definitions must be precisely defined, as inventory write-downs between signing and closing are a common source of post-closing disputes.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare / MedTech","industry-healthtech","Licencing, regulatory approval, and billing compliance representations are essential; change-of-control consents from government payers or health authorities may be required as closing conditions.",{"industry":455,"icon_asset_id":456,"specifics":457},"Financial Services","industry-fintech","Regulatory licensing representations must confirm all required registrations are in good standing; change-of-control approval from financial regulators is typically a mandatory condition precedent to closing.",[459,462,465,468],{"vs":104,"vs_template_id":460,"summary":461},"asset-purchase-agreement-D12887","An asset purchase agreement transfers specific identified assets and selected liabilities rather than the corporation itself. The buyer avoids inheriting unknown historical liabilities but must retitle each asset and renegotiate or re-assign contracts. A share purchase is simpler operationally but requires the buyer to accept all corporate liabilities, disclosed or not, subject to indemnification. Sellers typically prefer share sales for tax reasons; buyers typically prefer asset deals for liability protection.",{"vs":239,"vs_template_id":463,"summary":464},"shareholder-agreement-D161","A shareholders agreement governs the ongoing relationship between shareholders of a corporation — voting rights, dividend policy, exit mechanisms, and transfer restrictions. A share purchase agreement is a transaction document that transfers ownership at a point in time. The two documents work together: the share purchase agreement closes the deal, and the shareholders agreement governs what happens after.",{"vs":255,"vs_template_id":466,"summary":467},"buy-sell-agreement-D12893","A buy-sell agreement is a standing agreement among existing shareholders that pre-establishes the terms — valuation method, triggering events, and payment structure — under which shares may be bought and sold in the future. A share purchase agreement is executed at the time of a specific transaction to document the actual transfer. The buy-sell agreement creates the framework; the share purchase agreement implements a specific trade.",{"vs":247,"vs_template_id":469,"summary":470},"letter-of-intent-D200","A letter of intent records agreed deal terms — price, structure, and key conditions — at an early stage before the full agreement is drafted. It is typically non-binding except for exclusivity and confidentiality provisions. The share purchase agreement is the binding document that supersedes the LOI and governs the actual transaction. Skipping the LOI is possible but increases the cost of drafting the full agreement when parties are not yet aligned.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Simple share transfers between known parties at low transaction values, where both sides understand the terms and risks","Free","2–4 hours to complete",{"best_for":477,"cost":478,"time":479},"Private company acquisitions up to $500K where a lawyer reviews and tailors the indemnification, representations, and tax structure","$1,500–$5,000","1–2 weeks",{"best_for":481,"cost":482,"time":483},"Mid-market acquisitions above $500K, regulated industries, multi-jurisdiction deals, earnout structures, or complex indemnification arrangements","$5,000–$25,000+","4–12 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Share purchase agreements in the US are governed by state corporate law — Delaware, California, and New York each have distinct requirements. Federal securities laws apply if the target has public shareholders or if the acquisition involves securities not exempt from registration. Hart-Scott-Rodino (HSR) premerger notification is required for transactions above the annual filing threshold (approximately $119M in 2025). State income tax treatment of capital gains on shares varies and should be confirmed by a tax advisor.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian share purchase agreements are governed by federal or provincial corporate law depending on the target's incorporating jurisdiction. Individual sellers may be eligible for the Lifetime Capital Gains Exemption (LCGE) on qualifying small business corporation shares — a significant tax benefit that makes share sales strongly preferred by Canadian sellers. Competition Act pre-merger notification thresholds (currently C$93M transaction size and C$400M size-of-parties) must be checked. Investment Canada Act review may apply to acquisitions by non-Canadians. Quebec contracts must be offered in French for provincially regulated entities.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","UK share purchase agreements are governed by English, Scottish, or Northern Irish law depending on the parties' election; English law is most common. Stamp Duty at 0.5% of consideration is payable by the buyer within 30 days of execution on share transfers of UK companies. The Competition and Markets Authority (CMA) may review acquisitions meeting the share of supply or turnover thresholds. Seller warranties typically cover a 7-year period for tax purposes, aligned to HMRC's assessment window for careless errors.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU share acquisitions may trigger merger control review by the European Commission under the EU Merger Regulation if the parties' combined worldwide and EU-wide turnover meets the notification thresholds. Member state-level competition filings may also be required. GDPR representations are standard where the target processes personal data of EU residents — warranties should cover compliance with data processing obligations and the absence of material data breaches. Transfer taxes on shares vary by member state: France levies 0.1–0.4% on share transfers; Germany, the Netherlands, and Ireland apply different rules.",[506,236,507,256,508,509,244,510,511,512,513,514],"adhesion-to-the-unanimous-shareholder-agreement-D848","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","board-resolution-D78","employment-agreement-executive-D543","independent-contractor-agreement-D160","promissory-note-D434","business-continuity-policy-D13461",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":98,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":526},"equity-and-mergers","agreement","general","exit",[522,523,524,520,525],"m-and-a","equity","contract","share-purchase",0.95,"\u003Ch2>What is an Agreement of Purchase and Sale of Shares?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Purchase and Sale of Shares\u003C/strong> is a legally binding contract that documents the transfer of share ownership in a private corporation from a seller to a buyer. Unlike an asset purchase, which transfers specific property, a share purchase transfers the entire legal entity — meaning the buyer steps into the seller's shoes and inherits the corporation's assets, contracts, liabilities, and tax history. The agreement governs every material aspect of the transaction: the identity and number of shares being sold, the purchase price and payment structure, the factual statements each party makes about themselves and the company, the conditions that must be satisfied before closing occurs, and each party's rights and obligations if something goes wrong after the deal closes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring shares without a properly executed agreement exposes both parties to serious and often irreversible risk. A buyer who closes without enforceable representations and warranties has no legal recourse when undisclosed liabilities — tax reassessments, pending litigation, or broken customer contracts — surface after the transfer. A seller who proceeds without a written agreement has no documented basis for the agreed price, no indemnification cap protecting against unlimited post-closing claims, and no non-solicitation protection if the buyer later disputes what was agreed. Corporate registries in most jurisdictions require documentary evidence of a share transfer before updating the share register, and banks and regulatory authorities routinely require the executed agreement before releasing funds or granting approvals. This template gives both parties a complete, structured starting point — covering purchase price, representations, closing mechanics, and indemnification — so the deal closes cleanly and both sides know exactly where they stand the moment signatures are exchanged.\u003C/p>\n",1781186011651]