[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-agreement-of-purchase-and-sale-of-shares-by-shareholder-D321":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":182,"customdescription":6,"mdFm":183,"mdProseHtml":534},{"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 OF SHARES BY ANOTHER SHAREHOLDER OR BY THE COMPANY This Agreement of Purchase and Sale of Shares (the \"Agreement\"), is made and effective [DATE], BETWEEN: [STOCKHOLDER 1 NAME] (the \"Transferor\"), an individual having his/her principal place of living located at: [ADDRESS] [STOCKHOLDER 2 NAME] (the \"Purchaser\"), an individual having his/her principal place of living located at: [ADDRESS] Hereinafter separately referred to as \"Stockholder\", and jointly as \"Stockholders\" AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WITNESSETH: WHEREAS, the Stockholders together own [%] of the outstanding shares of capital stock of the Company, and WHEREAS, as used herein, the term \"shares\" shall mean all shares of common stock, at [VALUE] par share, of the Company now owned or hereafter acquired by the parties, and WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Company, and it is contemplated that success or failure of the corporate enterprise will at all times depend in large measure on the personal abilities of the Stockholders, and WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares of the Company, and WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another Stockholder or by the Company of the stock of any party desiring to sell the same; and for the purchase by the Company of the stock of a deceased party. IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set forth, as follows: Restriction During Life No stockholder shall transfer or encumber any of his/her shares of capital stock of the Company during his/her lifetime to any person, firm or Company, without the consent of the Company and the other Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to also as the \"Transferor\") shall have first made the offer hereinafter described and such offer shall not have been accepted. Offer by the Transferor The offer shall be given pro rata initially to the other Stockholder(s) and shall consist of an offer to sell or encumber all of the shares of the capital stock of the Company owned by the Transferor, to which shall be attached a statement of intention to transfer, the name and address of such prospective transferee, the number of shares of capital stock involved, and the terms of such transfer or encumbrance. Acceptance of Offer Within [NUMBER] days after the receipt of such offer the other Stockholder(s) may, at their option, elect to accept the offer. If such offer is not accepted by the other Stockholder(s), the Company may within [NUMBER] days after the rejection of such offer, at its option, elect to accept the offer. The Company shall exercise its election to purchase by giving notice thereof to the Transferor and to the other Stockholder(s). The other Stockholder(s) shall exercise the election to purchase by giving notice thereof to the Transferor and to the Company. In either event, the notice shall specify a date for the closing of the transaction, which shall not be more than [NUMBER] days after the date of the giving of such notice. Purchase Price The purchase price for, or the consideration for the encumbrance of the shares of the capital stock of the Company owned by the Transferor shall be set forth in paragraph 3 hereof. Closing of Transaction The closing of the transaction shall take place at the principal office of the Company. The consideration shall be paid as provided for in paragraph 3 hereof. Certificates for all shares sold or encumbered hereunder, property endorsed to Company or to the purchasing Stockholder, as the case may be, shall be delivered by transferor not later than the date of closing. Release from Restriction If the offer is neither accepted by the Company nor by the other Stockholder(s), the Transferor may make a bona fide transfer to the prospective transferee named in the statement attached to the offer, such transfer to be made only in strict accordance with the terms therein stated. However, if the Transferor shall fail to make such transfer within [NUMBER] days following the expiration of the election period by the other Stockholder(s), such shares of capital stock shall again become subject to all of the restrictions of this Agreement, provided, however, that nothing contained herein shall be construed as releasing any shares of this Company from any restriction or requirement of law concerning transfer of such shares. Termination of Employment Any Stockholder whose employment in any capacity with the company or its subsidiaries terminates for any reason whatsoever, voluntarily or involuntarily, shall be considered as of the date of such termination of employment to have made an offer of all of his shares of stock subject to the terms of this Agreement, at the purchase price stated in paragraph 3 hereof. Subchapter \"S\" Election [US ONLY] If at the time of a transfer of stock permitted hereunder, the Company then is an \"S\" corporation, the transferee and new stockholder shall be required to consent in writing not to revoke such \"S\" election without the unanimous approval of all other stockholders. Purchase Upon Death Upon the death of a Stockholder (hereinafter referred to as Decedent), all of the shares of the capital tock of the Company owned by him/her, and to which he or his estate shall be entitled, shall be sold and purchased as hereinafter provided: Obligation of the Company to Purchase It shall be for the Company to purchase from the Decedent's Personal Representative, and the Decedent's Personal Representative shall be obligated to sell to the Company, all of the shares of the capital stock of the Company owned by the Decedent and to which the Decedent or his Personal Representative shall be entitled, at the price set forth in paragraph 3 hereof. Closing The closing of such purchase and sale shall take place at the offices of the Company, at a date selected by the Company upon [NUMBER] days notice to the Transferor which date shall be not more than [NUMBER] days following the date of the qualification of the Personal Representative and not less than [NUMBER] days following such date. Insurance To insure or partially insure its obligation under this Agreement to purchase from the estate of a deceased Stockholder the shares owned by him prior to his death, the Company shall have the option to purchase policies of insurance covering the lives of each Stockholder in any amount deemed desirable. In the event any Stockholder ceases to be a Stockholder of the Company, the Company shall terminate any such insurance on such Stockholder's life and in the event any Stockholder increases his holdings of the shares of the Company, the Company shall procure and maintain, if so desired by it, additional insurance on the life of such Stockholder proportionate to the increase in the holdings of such Stockholder. If the Company shall receive any proceeds of any policy on the life of the Decedent, such proceeds shall be used by the Company to pay the Decedent's Personal Representative to the extent of the purchase price of the Decedent's stock, such payment to be deemed made on account of such purchase price. 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[DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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 SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR 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 SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":96,"description":6},"shareholders agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":118,"url":119},"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},[114,115],{"label":33,"url":99},{"label":116,"url":117},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":91,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":132,"url":133},"[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","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":128,"description":6},"letter of intent_acquisition of business",[130,131],{"label":33,"url":99},{"label":33,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":135,"descriptionCustom":6,"label":136,"pages":123,"size":91,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"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":141,"description":6},"non disclosure agreement nda",[143,144],{"label":33,"url":99},{"label":145,"url":146},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":91,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":164},"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":156,"description":6},"checklist customer due diligence",[158,161],{"label":159,"url":160},"Business Plan Kit","business-plan-kit",{"label":162,"url":163},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":91,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":180,"url":181},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","1","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":173,"description":6},"certificate of corporate resolution",[175,176,179],{"label":159,"url":160},{"label":177,"url":178},"Board of Directors","board-of-directors",{"label":33,"url":99},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",false,{"seo":184,"reviewer":195,"quick_facts":199,"at_a_glance":202,"personas":206,"variants":230,"glossary":255,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":437,"comparisons":462,"diy_vs_lawyer":476,"jurisdictions":489,"related_template_ids_curated":510,"schema":521,"classification":522},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Share Purchase Agreement Template (Free Word)","Free share purchase agreement template for buying or selling shares in a private company. Used in 190+ countries. Free Word and PDF download.","share purchase agreement template",[189,190,191,192,193,194],"agreement of purchase and sale of shares template","share purchase agreement template word","share sale agreement template free","private company share purchase agreement","share transfer agreement template","business acquisition agreement template",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":200,"legal_review_recommended":201,"signature_required":201},"advanced",true,{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"An Agreement of Purchase and Sale of Shares by Shareholder is a legally binding contract between a selling shareholder and a buyer that governs the transfer of privately held company shares. This free Word download covers the purchase price, representations and warranties, closing conditions, indemnification obligations, and post-closing restrictions in a single document you can edit online and export as PDF.\n","Use it whenever a shareholder is selling some or all of their equity stake in a private company — whether as part of a full business acquisition, a partial buy-out, a management buyout, or an exit triggered by a co-founder departure or investor redemption.\n","Identification of parties and shares being sold, purchase price and payment mechanics, seller representations and warranties about the company and the shares, buyer representations, conditions precedent to closing, indemnification and survival periods, non-compete and non-solicit restrictions, and governing law and dispute resolution.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Business owners exiting","Selling their equity stake to a strategic buyer or a co-owner","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"Private equity and venture investors","Acquiring a controlling or minority interest in a portfolio company","persona-investor",{"title":216,"use_case":217,"icon_asset_id":218},"Co-founders buying out a departing partner","Formalizing the transfer of shares when a co-founder leaves the business","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Management buyout teams","Purchasing shares from existing owners to take control of the company","persona-ceo",{"title":224,"use_case":225,"icon_asset_id":226},"Corporate M&A and legal teams","Documenting share-level acquisitions that are part of a broader deal","persona-operations-director",{"title":228,"use_case":229,"icon_asset_id":210},"Family business successors","Transferring shares between family members as part of a succession plan",[231,235,238,242,245,248,251],{"situation":232,"recommended_template":233,"slug":234},"Acquiring all the shares of a private company from multiple shareholders","Share Purchase Agreement (All Shareholders)","share-purchase-agreement-deemed-dividend-D342",{"situation":236,"recommended_template":106,"slug":237},"Buying the assets of a business rather than its shares","asset-purchase-agreement-D928",{"situation":239,"recommended_template":240,"slug":241},"Transferring shares as a gift or for nominal consideration","Share Transfer Agreement","stock-transfer-agreement-D14069",{"situation":243,"recommended_template":7,"slug":244},"Buying out a single shareholder in a closely held corporation","agreement-of-purchase-and-sale-of-shares-by-shareholder-D321",{"situation":246,"recommended_template":89,"slug":247},"Restricting future share transfers among existing shareholders","shareholders-agreement-D1016",{"situation":249,"recommended_template":250,"slug":234},"Documenting a partial interest sale with an earn-out component","Share Purchase Agreement with Earn-Out",{"situation":252,"recommended_template":253,"slug":254},"Raising capital through new share issuance rather than a secondary sale","Stock Subscription Agreement","stock-subscription-agreement-D350",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Representations and Warranties","Factual statements made by the seller (and sometimes the buyer) about the shares, the company, and their authority to enter the transaction — false representations give the other party a claim for damages.",{"term":260,"definition":261},"Closing","The date and event on which ownership of the shares formally transfers from the seller to the buyer, payment is made, and all conditions precedent have been satisfied.",{"term":263,"definition":264},"Conditions Precedent","Actions or events that must occur before either party is obligated to complete the transaction — such as board approval, third-party consents, or regulatory clearance.",{"term":266,"definition":267},"Indemnification","A contractual obligation by which one party agrees to compensate the other for losses arising from breaches of representations, warranties, or covenants.",{"term":269,"definition":270},"Survival Period","The length of time after closing during which representations and warranties remain in effect and can form the basis of an indemnification claim — typically 12 to 36 months.",{"term":272,"definition":273},"Earn-Out","A contingent payment structure where a portion of the purchase price is paid after closing, tied to the target company achieving defined financial or operational milestones.",{"term":275,"definition":276},"Right of First Refusal","A provision giving existing shareholders the right to purchase shares on the same terms as a proposed third-party buyer before the sale is completed.",{"term":278,"definition":279},"Non-Compete Clause","A post-closing restriction preventing the seller from starting or joining a competing business within a defined time and geographic area.",{"term":281,"definition":282},"Escrow","A portion of the purchase price held by a neutral third party after closing as security for indemnification obligations, released to the seller after the survival period expires.",{"term":284,"definition":285},"Drag-Along Right","A provision allowing majority shareholders to compel minority shareholders to join and approve a sale of the company on the same terms.",{"term":287,"definition":288},"Purchase Price Adjustment","A mechanism that adjusts the final purchase price up or down after closing based on actual working capital, debt, or cash levels at the closing date compared to an agreed target.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the seller (the shareholder transferring shares), the buyer, and the target company, and sets out the background context for the transaction.","This Agreement is entered into as of [DATE] between [SELLER FULL LEGAL NAME] ('Seller'), a shareholder of [COMPANY LEGAL NAME] (the 'Company'), and [BUYER FULL LEGAL NAME] ('Buyer'). The Seller wishes to sell, and the Buyer wishes to purchase, the Purchased Shares on the terms set out herein.","Using a trade name instead of the registered legal name for any party. Mismatched entity names create enforceability gaps and complicate share register updates.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Description of shares and purchase price","Specifies the exact number and class of shares being sold, the total purchase price, the per-share price, and how and when the price will be paid.","The Seller agrees to sell [NUMBER] [CLASS] shares of the Company (the 'Purchased Shares'), representing [X]% of the issued and outstanding shares, for a total purchase price of $[AMOUNT] (the 'Purchase Price'), payable in cash at Closing by wire transfer to the account designated by Seller.","Describing shares only by percentage rather than by exact number. If additional shares are issued between signing and closing, a percentage-only description creates a dispute over what was actually sold.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Seller representations and warranties","The seller's binding factual statements about their ownership of the shares, authority to sell, absence of liens, the company's financial condition, and material contracts — any false statement triggers indemnification.","The Seller represents and warrants to the Buyer that: (a) the Seller is the registered and beneficial owner of the Purchased Shares, free and clear of all liens, encumbrances, and adverse claims; (b) the Seller has full authority to enter into this Agreement; and (c) the Purchased Shares represent [X]% of all issued and outstanding shares of the Company on a fully diluted basis.","Limiting representations to share ownership only and omitting company-level warranties. Without warranties on financials, material contracts, and litigation, the buyer assumes unknown liabilities with no recourse.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Buyer representations and warranties","The buyer's statements about their authority to enter the transaction, their financial capacity to pay, and — where relevant — that the purchase is for investment purposes and not a public resale.","The Buyer represents and warrants to the Seller that: (a) the Buyer has full legal capacity and authority to execute and perform this Agreement; (b) the Buyer has sufficient funds available to pay the Purchase Price at Closing; and (c) the Buyer is acquiring the Purchased Shares for its own account, not with a view to public distribution.","Omitting buyer representations entirely. Without them, the seller has no contractual basis to recover if the buyer fails to close or misrepresents their financial capacity.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Conditions precedent to closing","Lists what must happen before either party is obligated to complete the transaction — board approvals, third-party consents, regulatory filings, and confirmation that all representations remain accurate.","The obligations of the parties to complete the transaction are conditional upon: (a) approval of the board of directors of the Company; (b) receipt of all required third-party and regulatory consents; (c) no material adverse change in the business of the Company since the date of this Agreement; and (d) the representations and warranties of each party remaining true and correct as of the Closing Date.","Omitting a material adverse change condition. Without it, the buyer is obligated to close even if the company's financial condition deteriorates significantly between signing and closing.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Closing mechanics and deliverables","Specifies the closing date and location, what each party must deliver at closing — share certificates, executed transfer forms, resignation letters, releases — and the sequence of deliveries.","Closing shall take place on [DATE] at [LOCATION / by electronic exchange]. At Closing, the Seller shall deliver: (a) share certificates representing the Purchased Shares, duly endorsed for transfer; (b) a signed share transfer form in registrable form; and (c) a resignation letter from Seller's director nominee, if applicable. The Buyer shall deliver the Purchase Price by wire transfer.","Not specifying what happens if one party fails to deliver at closing. Without a clear failure-to-close remedy, the non-defaulting party must resort to litigation to enforce their rights.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Indemnification and survival","Sets out each party's obligation to compensate the other for losses caused by a breach of representations, warranties, or covenants — and specifies how long after closing those obligations survive.","The Seller shall indemnify and hold harmless the Buyer from any loss, damage, or expense arising from any breach of the Seller's representations, warranties, or covenants. Representations and warranties shall survive Closing for a period of [24] months, except for fundamental representations (title, authority, capitalization), which shall survive indefinitely.","No cap on indemnification liability. Without a cap — typically set at 10–100% of the purchase price depending on risk — the seller faces unlimited exposure for every warranty breach, including minor ones.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Non-compete and non-solicitation","Restricts the seller from competing with the company or soliciting its customers and employees for a defined period and geography after closing.","For a period of [2] years following the Closing Date, the Seller shall not, directly or indirectly: (a) carry on or be engaged in any business that competes with the Company within [GEOGRAPHIC AREA]; or (b) solicit or hire any employee, contractor, or customer of the Company.","Using a non-compete period longer than 2–3 years without specific justification. Courts in many jurisdictions strike down overly long restrictions in share sale contexts, voiding the protection entirely.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Purchase price adjustment mechanism","Provides a post-closing true-up based on actual working capital, cash, and debt levels at closing compared to an agreed target, with a process for calculating and resolving any adjustment.","Within [60] days after Closing, the Buyer shall prepare a Closing Statement setting out the Closing Working Capital. If Closing Working Capital is less than the Target Working Capital of $[AMOUNT], the Purchase Price shall be reduced by the shortfall. Disputes shall be referred to an independent accounting firm for binding resolution.","Defining working capital without specifying which line items are included or excluded. Ambiguous definitions routinely generate post-closing disputes that cost more to resolve than the adjustment itself.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation in a named court.","This Agreement is governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be finally resolved by binding arbitration administered by [AAA / ICC / ADR Institute] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to the parties or the company. Several jurisdictions apply local law regardless of what the contract says, and some courts refuse to enforce foreign choice-of-law provisions in M&A disputes.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify all parties and the target company","Enter the full registered legal names of the seller, the buyer, and the company whose shares are being transferred. Confirm entity types and jurisdiction of incorporation for each.","Pull the exact legal name from the company's certificate of incorporation or corporate registry filing — trade names are not sufficient.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the shares being sold with precision","State the exact number of shares, the class (common, preferred, Class A, etc.), and the percentage of total issued and outstanding shares they represent on a fully diluted basis.","Obtain a copy of the company's share register and capitalization table before completing this section to confirm the seller actually holds the shares described.",{"step":352,"title":353,"description":354,"tip":355},3,"Set the purchase price and payment terms","Enter the total purchase price, the per-share price, the payment method (wire transfer, certified check, or structured payments), and the specific closing date or date calculation formula.","If any portion of the price is deferred or contingent, describe the earn-out or holdback mechanics in a separate schedule — keeping the main clause clean reduces ambiguity.",{"step":357,"title":358,"description":359,"tip":360},4,"Negotiate and complete the representations and warranties","Work through both the seller and buyer warranty schedules. The seller's warranties on the company's financials, material contracts, and litigation should reflect actual due diligence findings.","Attach a disclosure schedule alongside the representations — matters disclosed on the schedule are exceptions to the warranties and limit indemnification exposure.",{"step":362,"title":363,"description":364,"tip":365},5,"List all conditions precedent","Identify every consent, approval, or filing required before closing — shareholder approval, board resolution, regulatory filing, landlord consent, or lender waiver. Each should be a named, specific condition.","Set a drop-dead date by which all conditions must be satisfied. If conditions are not met by that date, the agreement should automatically terminate to avoid an indefinite obligation.",{"step":367,"title":368,"description":369,"tip":370},6,"Complete the indemnification and survival terms","Set the survival period (typically 12–36 months), the indemnification cap (commonly 10–100% of the purchase price), the basket or deductible threshold, and which representations survive indefinitely as fundamental warranties.","Fundamental representations — title to shares, authority, and capitalization — should always survive indefinitely regardless of the general survival period.",{"step":372,"title":373,"description":374,"tip":375},7,"Draft the non-compete and non-solicitation scope","Define the restricted activities, geographic area, and duration calibrated to the seller's actual role and knowledge. Tie the restriction to the specific business activities of the company.","In jurisdictions that require financial consideration for post-closing non-competes (some EU countries), confirm the purchase price itself is sufficient or add a nominal separate payment.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before or on the closing date","Both parties must sign the agreement — and all closing deliverables must be exchanged — on or before the stated closing date. Use electronic signatures where permitted by local law.","Confirm that the company's share register is updated immediately at closing and that new share certificates or DRS statements are issued to the buyer on the same day.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Describing shares only by percentage","If new shares are issued between signing and closing, a percentage-only description produces a different number of shares than the parties intended, creating a dispute before ink is dry.","Always state the exact number of shares being sold and include the percentage as supplementary information only, confirmed as of a specific date.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting company-level representations and warranties","Without warranties covering the company's financials, material contracts, tax filings, and litigation, the buyer takes on unknown liabilities with no contractual right to recover from the seller.","Include a full set of company-level representations backed by a disclosure schedule that lists specific exceptions — this protects both parties and makes due diligence findings enforceable.",{"mistake":391,"why_it_matters":392,"fix":393},"No cap on seller indemnification liability","Without a liability cap, a seller who agreed to a $500K deal could face indemnification claims that exceed the purchase price multiple times over, making the transaction economically irrational in hindsight.","Negotiate an indemnification cap — typically 10–25% of the purchase price for general warranties, and 100% for fundamental warranties — and document it clearly in the indemnification clause.",{"mistake":395,"why_it_matters":396,"fix":397},"Skipping the purchase price adjustment mechanism","Without a working capital adjustment, the buyer may acquire a company that has been stripped of cash or run up payables between signing and closing, effectively overpaying for a deteriorated business.","Include a post-closing working capital adjustment with a defined target, a clear calculation methodology, and a binding dispute resolution process for disagreements.",{"mistake":399,"why_it_matters":400,"fix":401},"No drop-dead date on conditions precedent","Without a termination date, the parties remain contractually bound indefinitely while conditions remain unsatisfied — creating uncertainty and preventing either party from pursuing alternatives.","Set a specific drop-dead date by which all conditions must be met, after which either party may terminate. A 60–90 day window is standard for most private company share sales.",{"mistake":403,"why_it_matters":404,"fix":405},"Executing the agreement after the closing date","Back-dating or post-closing execution of a share purchase agreement can be treated as fraudulent in tax and regulatory contexts, and invalidates the agreement's priority over intervening claims against the shares.","Sign the agreement on or before the closing date. If closing is delayed, use a formal extension amendment rather than leaving the date blank or back-dating.",[407,410,413,416,419,422,425,428,431,434],{"question":408,"answer":409},"What is a share purchase agreement?","A share purchase agreement is a legally binding contract between a seller and a buyer that governs the transfer of privately held company shares. It specifies the shares being sold, the purchase price and payment terms, the representations and warranties each party makes, the conditions that must be satisfied before closing, and the indemnification obligations that survive after the deal closes. It is the primary document in any private company share sale or partial buyout.\n",{"question":411,"answer":412},"What is the difference between a share purchase agreement and an asset purchase agreement?","A share purchase agreement transfers ownership of the company itself — the buyer acquires the legal entity, including all its assets, contracts, liabilities, and tax history. An asset purchase agreement transfers only specified assets (equipment, inventory, IP, customer lists) without assuming the company's liabilities or legal history. Share deals are simpler to close because contracts transfer automatically, but the buyer inherits unknown liabilities; asset deals let the buyer cherry-pick what it wants but require re-contracting with customers, suppliers, and employees.\n",{"question":414,"answer":415},"Do I need a lawyer to complete a share purchase agreement?","For any transaction above a nominal amount — or where the company has employees, contracts, IP, or debt — legal review is strongly recommended. A share purchase agreement transfers legal ownership of a business and creates indemnification obligations that can run for years. A lawyer can tailor representations to the due diligence findings, structure the indemnification mechanics correctly, and flag jurisdiction-specific issues that a template alone cannot anticipate. For simple co-founder buyouts below $50K, a template with professional review is often sufficient.\n",{"question":417,"answer":418},"What representations and warranties should a seller include?","At minimum, a seller should warrant their title to the shares (free of liens), their authority to sell, the company's capitalization (no undisclosed shares outstanding), the accuracy of financial statements, compliance with material contracts and applicable law, the absence of undisclosed litigation, and the completeness of tax filings. Each warranty should be qualified by a disclosure schedule that lists known exceptions — anything not disclosed is fully indemnifiable if it turns out to be false.\n",{"question":420,"answer":421},"What is an indemnification cap and why does it matter?","An indemnification cap is the maximum amount a seller can be required to pay in compensation for warranty breaches after closing. Without a cap, a seller who accepted $500K for shares could theoretically face unlimited claims. Typical caps range from 10–25% of the purchase price for general representations and 100% for fundamental representations covering title, authority, and capitalization. Negotiating the cap — alongside the basket threshold and survival period — is one of the most important economic negotiations in any share purchase deal.\n",{"question":423,"answer":424},"What is a working capital adjustment in a share purchase agreement?","A working capital adjustment is a post-closing true-up mechanism that compares the company's actual working capital at closing to an agreed target. If working capital falls short — because the seller drew down cash or let payables build up before closing — the purchase price is reduced by the shortfall. If working capital exceeds the target, the buyer pays the seller the excess. This prevents a seller from stripping the business between signing and closing.\n",{"question":426,"answer":427},"Are non-compete clauses enforceable in a share purchase agreement?","In most jurisdictions, non-compete clauses in share purchase agreements are treated more favorably by courts than those in employment contracts, because the seller received substantial consideration — the purchase price — in exchange for the restriction. Courts generally enforce them if they are reasonable in duration (typically 2–3 years), geographic scope, and the breadth of restricted activities. California restricts non-competes even in business sale contexts, though broader restrictions are permitted than in the employment setting.\n",{"question":429,"answer":430},"What happens if conditions precedent are not met?","If a condition precedent is not satisfied by the agreed drop-dead date, either party may typically terminate the agreement without liability, and any deposit or escrow amount is returned to the buyer. If a party fails to use commercially reasonable efforts to satisfy conditions within their control, the other party may have a damages claim for breach. This is why setting a realistic drop-dead date — and including a commercially reasonable efforts standard — is critical.\n",{"question":432,"answer":433},"What is an earn-out and when should I use one?","An earn-out is a contingent portion of the purchase price paid after closing if the company hits defined financial targets — typically revenue, EBITDA, or customer milestones over 1–3 years post-closing. Sellers accept earn-outs when buyers are uncertain about the company's forward performance; buyers use them to bridge a valuation gap without paying full price upfront. Earn-outs create significant post-closing disputes if the metrics, calculation methodology, and buyer's operational obligations are not defined with extreme precision.\n",{"question":435,"answer":436},"Does a share purchase agreement need to be notarized?","In most common-law jurisdictions — the US, Canada, and the UK — a share purchase agreement does not require notarization to be legally binding. Signatures of authorized parties are sufficient. Some civil-law countries in continental Europe require a notarial deed for share transfers in private limited companies. Confirm local requirements before closing, particularly for GmbH shares in Germany, SARL interests in France, and SRL shares in Italy and Spain.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","IP ownership warranties are critical — the agreement must confirm all software, patents, and trade secrets are owned by the company and not licensed from founders personally.",{"industry":443,"icon_asset_id":444,"specifics":445},"Professional Services","industry-professional-services","Client relationship representations and non-solicit covenants are essential, as the primary asset being acquired is the firm's customer and employee base.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Environmental liability representations, equipment condition warranties, and supply chain contract assignment consents add material complexity to closing conditions.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare / MedTech","industry-healthtech","Regulatory license and permit transferability, HIPAA compliance representations, and professional licensing conditions precedent require specialist legal review in most jurisdictions.",{"industry":455,"icon_asset_id":456,"specifics":457},"Retail / E-commerce","industry-retail","Inventory valuation methodology, lease assignment consents from landlords, and sales tax compliance representations are typical focal points in retail share sales.",{"industry":459,"icon_asset_id":460,"specifics":461},"Financial Services","industry-fintech","Regulatory change-of-control approvals from financial regulators (SEC, FCA, OSFI) are often conditions precedent that determine the deal timeline and can take 60–180 days to obtain.",[463,466,469,472],{"vs":106,"vs_template_id":464,"summary":465},"asset-purchase-agreement-D13615","An asset purchase agreement transfers specific business assets — equipment, IP, inventory, contracts — without transferring the legal entity or its liabilities. A share purchase agreement transfers the entire company, including all undisclosed liabilities and tax history. Buyers prefer asset deals for liability protection; sellers prefer share deals for simpler tax treatment in most jurisdictions. The right structure depends on the company's liability profile, tax position, and the buyer's risk tolerance.",{"vs":89,"vs_template_id":467,"summary":468},"shareholders-agreement-D329","A shareholders agreement governs the ongoing relationship among existing shareholders — voting rights, dividend policy, transfer restrictions, and exit mechanisms. A share purchase agreement documents a specific one-time transfer of shares from a seller to a buyer. The two documents interact closely: a shareholders agreement often contains right-of-first-refusal or drag-along provisions that must be waived or satisfied before a share purchase agreement can be completed.",{"vs":253,"vs_template_id":470,"summary":471},"","A stock subscription agreement governs the issuance of new shares directly from a company to an investor — the company receives the consideration, not an existing shareholder. A share purchase agreement governs a secondary sale where an existing shareholder receives the proceeds. Subscription agreements are used for fundraising rounds; share purchase agreements are used for shareholder exits and buyouts.",{"vs":473,"vs_template_id":474,"summary":475},"Letter of Intent (LOI)","letter-of-intent-D13838","A letter of intent is a non-binding pre-agreement that outlines the key commercial terms of a proposed transaction — price, structure, exclusivity, and timeline — before the parties invest in full legal documentation. A share purchase agreement is the binding definitive document that follows a signed LOI. Signing an LOI without following up with a properly drafted SPA leaves the transaction legally unenforceable and the parties exposed.",{"use_template":477,"template_plus_review":481,"custom_drafted":485},{"best_for":478,"cost":479,"time":480},"Simple co-founder buyouts or family share transfers below $100K with no third-party liabilities","Free","1–3 hours",{"best_for":482,"cost":483,"time":484},"Private company share sales between $100K and $2M with standard representations, one seller, and a domestic buyer","$1,000–$3,500 for legal review and customization","3–7 days",{"best_for":486,"cost":487,"time":488},"Transactions above $2M, multi-seller deals, cross-border acquisitions, regulated industries, or earn-out structures","$5,000–$25,000+ depending on complexity","2–6 weeks",[490,495,500,505],{"code":491,"name":492,"flag_asset_id":493,"note":494},"us","United States","flag-us","Share purchase agreements are governed by state law — Delaware is the most common governing law for corporations regardless of where the business operates. Securities law exemptions (typically Rule 144 or Regulation D) must be confirmed before closing to ensure the share transfer does not constitute an unregistered public offering. Non-compete enforceability varies sharply by state, with California, Minnesota, and Oklahoma imposing significant restrictions even in business sale contexts.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"ca","Canada","flag-ca","Corporate share transfers are governed by the incorporating statute — Canada Business Corporations Act federally or provincial equivalents. Investment Canada Act review may be required for acquisitions by non-Canadians above statutory thresholds. Ontario and other common-law provinces treat post-closing non-competes more generously than employment non-competes, provided the restriction is reasonable. Quebec share transfers in provincially regulated corporations may require French-language documentation.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"uk","United Kingdom","flag-uk","Share transfers in private UK companies (Ltd) require a stock transfer form (J30) stamped by HMRC and payment of 0.5% Stamp Duty on the purchase price. The Companies Act 2006 governs pre-emption rights — existing shareholders typically have a right of first refusal that must be waived before a third-party transfer can complete. Representations and warranties in UK deals are typically more extensive than in North American practice, with detailed tax warranties and a separate tax deed standard for any transaction above GBP 500K.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"eu","European Union","flag-eu","Share transfer requirements vary significantly by member state. German GmbH share transfers require a notarial deed; French SAS transfers require registration with the tax authorities and payment of transfer taxes; Dutch BV transfers require a civil law notary. Post-closing non-compete clauses in many EU jurisdictions require separate financial compensation to be enforceable. GDPR representations covering the company's data processing practices are now standard in EU share purchase agreements regardless of the target's industry.",[247,237,511,512,513,514,515,516,517,518,519,520],"letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","certificate-of-corporate-resolution-D3","employment-agreement-executive-D543","general-non-compete-agreement-D882","promissory-note-D434","bill-of-sale-D1229","corporate-governance-policy-D13943","indemnification-agreement-D13016",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":99,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"equity-and-mergers","agreement","general","exit",[528,529,530,531,532],"equity","m-and-a","shareholder","legal","share-purchase-agreement",0.95,"\u003Ch2>What is an Agreement of Purchase and Sale of Shares by Shareholder?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Purchase and Sale of Shares by Shareholder\u003C/strong> is a legally binding contract that documents the transfer of privately held company shares from a selling shareholder to a buyer. It establishes the exact shares being sold, the purchase price and payment structure, the representations and warranties each party makes about themselves and the company, the conditions that must be satisfied before the deal closes, and the indemnification obligations that protect the buyer if those representations turn out to be false. Unlike a simple share transfer form, this agreement creates a full contractual framework that governs the rights and obligations of both parties from signing through closing and beyond.\u003C/p>\n\u003Cp>The agreement functions as the definitive legal record of the transaction. When a co-founder exits, a private equity firm acquires a stake, or a family business passes shares to a successor, this document is what courts, tax authorities, and future shareholders will look to if any aspect of the deal is later disputed. A properly drafted agreement also triggers the corporate housekeeping that must follow: updates to the share register, issuance of new share certificates, and notifications to any applicable regulatory bodies.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring shares on a handshake or a simple email exchange exposes both parties to significant legal and financial risk. Without a binding agreement containing representations and warranties, the buyer has no contractual recourse if the company turns out to have undisclosed liabilities, tax arrears, or disputed IP ownership discovered after closing. Without an indemnification clause and a defined survival period, claims must be pursued through tort law — a far more expensive and uncertain path. Without closing conditions, a buyer can be forced to complete a transaction even if the company's financial condition deteriorates materially between signing and closing.\u003C/p>\n\u003Cp>For the seller, an agreement without a clearly defined purchase price adjustment mechanism and a capped indemnification obligation leaves post-closing exposure that can exceed the proceeds of the sale. Courts in every major jurisdiction have awarded multi-year indemnification claims against sellers who relied on informal arrangements. This template gives both parties a structured, enforceable starting point — covering every material term — that a legal professional can review and tailor to the specific transaction in a fraction of the time required to draft from scratch.\u003C/p>\n",1781186011687]