[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-sale-of-shares-agreement-D340":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":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"SALE OF SHARES AGREEMENT This Sale of Shares Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), 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: [SECOND PARTY NAME] (the \"Purchaser\"), 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 Vendor represents that there are [NUMBER] Common shares issued and outstanding in the capital stock of [YOUR COMPANY NAME] (the \"Corporation\"), a corporation incorporated under the laws of [COUNTRY], and that the Vendor is the owner of [NUMBER] Common shares; WHEREAS the Vendor wishes to sell to the Purchaser [NUMBER] Common shares of the Corporation (the \"Shares\") and the Purchaser agrees to acquire the Shares; WHEREAS the parties hereto have determined that the fair market value of the Shares is [AMOUNT] per share; WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. SHARES SOLD AND PURCHASE PRICE 1.1 Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Shares to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Shares duly endorsed to the Purchaser for transfer. 1.2 The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth as Article 2 hereof. 2. PAYMENT OF THE PURCHASE PRICE 2.1 The Purchaser acknowledges that he has received certificates representing [NUMBER] Class A shares (the \"Class A Shares\") of the Vendor in exchange for the full payment of the Purchase Price. The parties hereto determine that the Class A Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. 3. CONDITIONS TO THE PURCHASE OF SHARES 3.1 The purchase of the Shares under this Agreement is subject to the following conditions: 3.1.1 the consent by the regular authorities of the further acquisition by [COMPANY NAME] of the Shares hereby purchased by the Purchaser under this Agreement (the \"Further Acquisition\"); 3.1.2 the approval by the shareholders of [COMPANY NAME] of the Further Acquisition; being understood that if any one of the said conditions is not fulfilled, the present Agreement shall be null and void. 4. VENDOR'S REPRESENTATIONS AND WARRANTIES 4.1 The Vendor represents and warrants to the Purchaser that: the Corporation is incorporated under the laws of the [state/province] of [STATE/PROVINCE] and is duly organized and validly existing thereunder; the Shares have been duly issued, are outstanding as fully paid and non-assessable; the sale and delivery of the Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under the Corporation's articles or by-laws or under any agreement, instrument, order, judgment or decree to which the Vendor or the Corporation is subject; and",null,"Sale of Shares Agreement","4",50,"doc","https://templates.business-in-a-box.com/imgs/1000px/sale-of-shares-agreement-D340.png","https://templates.business-in-a-box.com/imgs/250px/340.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#340.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/","sale shares agreement","Sale of Shares Agreement Template","https://templates.business-in-a-box.com/imgs/400px/340.png","https://templates.business-in-a-box.com/imgs/600px/340.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Equity & Mergers","/templates/equity-and-mergers/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,119,137,151,166],{"label":40,"url":41,"thumb":42,"extension":10},"Offer to Purchase Shares Agreement","/template/offer-to-purchase-shares-agreement-D334","https://templates.business-in-a-box.com/imgs/250px/334.png",{"label":44,"url":45,"thumb":46,"extension":10},"Offer to Purchase Shares Agreement Venture Capital","/template/offer-to-purchase-shares-agreement-venture-capital-D335","https://templates.business-in-a-box.com/imgs/250px/335.png",{"label":48,"url":49,"thumb":50,"extension":10},"Stock Purchase Agreement","/template/stock-purchase-agreement-D349","https://templates.business-in-a-box.com/imgs/250px/349.png",{"label":52,"url":53,"thumb":54,"extension":10},"Preferred Stock Purchase Agreement","/template/preferred-stock-purchase-agreement-D12854","https://templates.business-in-a-box.com/imgs/250px/12854.png",{"label":56,"url":57,"thumb":58,"extension":10},"Restricted Stock Purchase Agreement","/template/restricted-stock-purchase-agreement-D12855","https://templates.business-in-a-box.com/imgs/250px/12855.png",{"label":60,"url":61,"thumb":62,"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",{"label":64,"url":65,"thumb":66,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":68,"url":69,"thumb":70,"extension":10},"Agreement of Purchase and Sale of Shares by Shareholder","/template/agreement-of-purchase-and-sale-of-shares-by-shareholder-D321","https://templates.business-in-a-box.com/imgs/250px/321.png",{"label":72,"url":73,"thumb":74,"extension":10},"Agreement of Purchase and Sale of Shares 2","/template/agreement-of-purchase-and-sale-of-shares-2-D320","https://templates.business-in-a-box.com/imgs/250px/320.png",{"label":76,"url":77,"thumb":78,"extension":10},"Agreement for the Subscription of Shares","/template/agreement-for-the-subscription-of-shares-D317","https://templates.business-in-a-box.com/imgs/250px/317.png",{"label":80,"url":81,"thumb":82,"extension":10},"Exchange of Shares Agreement","/template/exchange-of-shares-agreement-D330","https://templates.business-in-a-box.com/imgs/250px/330.png",{"label":84,"url":85,"thumb":86,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [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":91,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":118},"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":112,"description":6},"buy sell agreement",[114,116],{"label":17,"url":115},"finance-accounting",{"label":20,"url":117},"buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":91,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":135,"url":136},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":127,"description":6},"letter of intent for purchase of computer equipment",[129,132],{"label":130,"url":131},"Production & Operations","production-operations",{"label":133,"url":134},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":141,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":146,"keywords":149,"url":150},"SHARE SUBSCRIPTION AGREEMENT This Share Subscription Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Issuer\"), 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: [SECOND PARTY NAME] (the \"Purchaser\"), 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 subject to the terms and conditions of this Agreement, the Purchaser wishes to subscribe for and purchase from the Issuer [NUMBER] Class A common shares (the \"Subscribed Shares\") which, together with the [NUMBER] issued and outstanding Class A common shares of the Issuer to be purchased from [COMPANY NAME] on [DATE], will ultimately result in the Purchaser becoming the registered holder and beneficial owner of [PERCENTAGE %] of the issued and outstanding equity and voting shares of the Issuer; WHEREAS the Issuer wishes to accept said subscription and has agreed to allot and issue to the Subscribed Shares to the Purchaser, subject to the terms and conditions of this Agreement; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE CONDITIONS AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS In this Agreement unless specifically defined otherwise or the context otherwise requires, the following terms shall have the following meanings, and the terms defined elsewhere herein shall have the meaning there defined: \"Agreement\" means this Share Subscription Agreement including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms \"herein\", \"hereof\", \"hereto\", \"hereunder\", and like terms refer to this Agreement. \"Assets\" means the undertaking, property and assets of the Issuer as a going concern, of every kind and description and wheresoever situated, including, without limitation, real property, furniture and fittings, leases, leasehold improvements and prepaid expenses and receivables of the Issuer and all licenses, trade names, trade marks, leases, contracts, agreements and other rights and goodwill of the Issuer. \"Business\" means the Business of research and development of an electronic printing press and its related inks. \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Closing\" means the completion of the subscription for and the issue of the Shares under this Agreement by the transfer and delivery of documents of title thereto and the payment of the purchase price therefor in accordance with this Agreement. \"Closing Date\" means [HOUR], [STATE/PROVINCE] time on [DATE] or such other time or date as the [COMPANY NAME] may agree upon in writing as the time at which the Closing shall take place. \"Financial Statements\" means: the audited financial statements of the Issuer relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Issuer relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule [SPECIFY] hereto. \"Funding Agreements\" has the meaning attributed thereto in Subsection 4.40. \"Intellectual Property Rights\" means all trade names, trade marks, trade mark applications, service marks, service mark applications, standard drawings, designs, copyrights, patents, patent applications, know-how, trade secrets and other intellectual property rights of the Issuer used in connection with the Business. \"Issuer Contacting Documents\" means the certificate and articles of incorporation of the Issuer and all amendments thereto together with the by-laws of the Issuer in force as of the date hereof. \"Lien\" means any interest in property or in the income or profits therefrom securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on common [YOUR COUNTRY LAW], civil [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, option, right, charge, call, commitment, right of first refusal, hypothec, mortgage, pledge, lien, claim, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits therefrom of a Person. \"Material Adverse Effect\" means (in connection with an event or occurrence) an effect which is materially adverse to the business, assets, liabilities, financial condition, operating results, employee relations, customer relations or business process of the Business; \"Material Adverse Change\" means an event or occurrence which has a Material Adverse Effect; \"Person or persons\" includes any individual, company, corporation, partnership, firm, trust, sole proprietorship, government authority, regulatory body or agency howsoever designated or constituted. \"Purchase Price\" has the meaning attributed thereto in Section 2; \"Subscribed Shares\" means [NUMBER] Class A common shares in the share capital of the Issuer. SUBSCRIBED SHARES Subscription. Subject to the terms and conditions contained in this Agreement, the Purchaser hereby subscribes for and agrees to purchase from the Issuer, and the Issuer hereby accepts said subscription, allots and agrees to issue to the Purchaser the Subscribed Shares free and clear of all Liens for an aggregate purchase price of [AMOUNT] (the \"Purchase Price\"), payable as set forth in Article [NUMBER]. The Purchaser shall acquire and the Issuer shall issue the Subscribed Shares in accordance with the following schedule: [NUMBER] Class A common shares at Closing; [NUMBER] Class A common shares on the first anniversary date of Closing; and [NUMBER] Class A common shares on the second anniversary date of Closing. PAYMENT OF PURCHASE PRICE AND DELIVERY OF SHARE CERTIFICATES The Purchase Price shall be paid in [NUMBER] installments as follows: Closing At Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. First Anniversary of Closing On the first anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. Second Anniversary of Closing On the second anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser.","Share Subscription Agreement Private_Long Form","23",186,"https://templates.business-in-a-box.com/imgs/1000px/share-subscription-agreement_private_long-form-D343.png","https://templates.business-in-a-box.com/imgs/250px/343.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#343.xml",{"title":6,"description":6},[147,148],{"label":17,"url":115},{"label":20,"url":117},"share subscription agreement private long form","/template/share-subscription-agreement-private-long-form-D343",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":91,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"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","3","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":159,"description":6},"non disclosure agreement nda",[161,162],{"label":33,"url":99},{"label":163,"url":164},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":167,"descriptionCustom":6,"label":168,"pages":8,"size":91,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":181},"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","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":173,"description":6},"checklist customer due diligence",[175,178],{"label":176,"url":177},"Business Plan Kit","business-plan-kit",{"label":179,"url":180},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",false,{"seo":184,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":294,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":442,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Sale of Shares Agreement Template (Free Word)","Free sale of shares agreement template covering price, warranties, indemnification, conditions to closing, and transfer mechanics. Used in 190+ countries. Free Word and PDF download.","sale of shares agreement template",[189,190,191,192,193],"sale of shares agreement template word","share transfer agreement template","share sale agreement free download","share purchase agreement template free","business acquisition agreement template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":182},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Sale of Shares Agreement is a legally binding contract governing the transfer of shares from a seller to a buyer, establishing the purchase price, payment mechanics, seller warranties, indemnification obligations, and conditions that must be satisfied before closing. This free Word download gives you a structured, professionally formatted starting point you can edit online and export as PDF for use in private company share transactions.\n","Use it whenever ownership of a private company changes hands through a share deal — whether a founder is selling to an acquirer, investors are exiting a business, or partners are buying out a co-owner. It is the definitive document that replaces preliminary term sheets and letters of intent once both sides are ready to commit.\n","Defined terms and transaction structure, purchase price and payment mechanics, representations and warranties from both seller and buyer, indemnification obligations and caps, pre-closing covenants, conditions to closing, closing mechanics and share transfer procedure, and post-closing obligations including confidentiality and restrictive covenants.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Founders and owner-operators","Selling all or part of a private company to an acquirer or investor","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Private equity and venture investors","Documenting a secondary share sale or full exit from a portfolio company","persona-investor",{"title":215,"use_case":216,"icon_asset_id":217},"Business acquirers","Purchasing a target company via share deal rather than asset purchase","persona-ceo",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate M&A teams","Executing bolt-on acquisitions with standardized transaction documentation","persona-operations-director",{"title":223,"use_case":224,"icon_asset_id":225},"Minority shareholders","Transferring shares to another party pursuant to drag-along or tag-along rights","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"Business brokers and M&A advisors","Providing clients with a template to initiate the definitive agreement drafting process","persona-agency",[231,235,239,243,247,251,254],{"situation":232,"recommended_template":233,"slug":234},"Acquiring selected assets and liabilities rather than the whole company","Asset Purchase Agreement","asset-purchase-agreement-D928",{"situation":236,"recommended_template":237,"slug":238},"Selling a majority stake while the founder retains a minority interest","Majority Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":240,"recommended_template":241,"slug":242},"Transferring shares between existing shareholders under a buy-sell mechanism","Shareholders Buy-Sell Agreement","buy-sell-agreement-D12611",{"situation":244,"recommended_template":245,"slug":246},"Documenting agreed economic terms before full due diligence is complete","Letter of Intent (Acquisition)","letter-of-intent-for-purchase-of-computer-equipment-D1148",{"situation":248,"recommended_template":249,"slug":250},"Issuing new shares to an investor rather than transferring existing ones","Share Subscription Agreement","share-subscription-agreement-private-long-form-D343",{"situation":252,"recommended_template":89,"slug":253},"Governing ongoing rights and obligations of shareholders post-closing","shareholders-agreement-D1016",{"situation":255,"recommended_template":256,"slug":257},"Transferring shares as a gift or at nominal consideration between family members","Share Transfer Agreement","stock-transfer-agreement-D14069",[259,261,264,267,270,273,276,279,282,285,288,291],{"term":7,"definition":260},"A binding contract under which a seller transfers legal and beneficial ownership of shares to a buyer in exchange for an agreed purchase price.",{"term":262,"definition":263},"Purchase Price","The total consideration the buyer pays for the shares, which may be fixed, subject to adjustment, or partially deferred as an earn-out.",{"term":265,"definition":266},"Representations and Warranties","Factual statements made by one or both parties at signing and closing that, if incorrect, give the other party the right to claim damages or rescind.",{"term":268,"definition":269},"Indemnification","A contractual obligation by which one party agrees to compensate the other for losses arising from a breach of a warranty or a specified event.",{"term":271,"definition":272},"Earn-Out","A portion of the purchase price that is paid to the seller only if the business meets defined financial or operational targets after closing.",{"term":274,"definition":275},"Conditions Precedent","Events or obligations that must be satisfied before either party is required to proceed to closing — such as regulatory approval or third-party consents.",{"term":277,"definition":278},"Closing","The moment at which title to the shares passes from seller to buyer, typically evidenced by delivery of a stock transfer form and payment of the purchase price.",{"term":280,"definition":281},"Drag-Along Right","A majority shareholder's right to compel minority shareholders to sell their shares on the same terms in a third-party acquisition.",{"term":283,"definition":284},"Tag-Along Right","A minority shareholder's right to join a majority sale and sell their shares on the same terms offered to the majority.",{"term":286,"definition":287},"Warranty Cap","The maximum total amount of indemnification the seller is liable for under the warranty regime, commonly set as a percentage of the purchase price.",{"term":289,"definition":290},"Escrow","A portion of the purchase price held by a neutral third party after closing and released to the seller only if no warranty claims are made within the claim period.",{"term":292,"definition":293},"Locked-Box Mechanism","A price-certainty structure in which the purchase price is fixed by reference to a historical balance sheet date, with no post-closing adjustment for working capital or net debt.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Parties, recitals, and defined terms","Identifies the seller, buyer, and target company by their full legal names, states the background to the transaction, and defines key terms used throughout the agreement.","This Sale of Shares Agreement is entered into on [DATE] between [SELLER FULL LEGAL NAME] ('Seller') and [BUYER FULL LEGAL NAME] ('Buyer'). The Seller is the registered and beneficial owner of [NUMBER] ordinary shares of [COMPANY NAME] (the 'Company'), representing [X]% of the issued share capital.","Using trading names instead of registered legal entity names. Enforcement against the wrong entity — or inability to register the share transfer — is a common and avoidable consequence.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Sale and purchase of shares","The core operative clause: the seller agrees to sell, and the buyer agrees to purchase, the specified shares free from encumbrances, on the agreed closing date.","Subject to the terms of this Agreement, the Seller shall sell, and the Buyer shall purchase, [NUMBER] shares in the Company (the 'Sale Shares') with full title guarantee, free from all Encumbrances, with effect from Closing.","Failing to specify 'free from encumbrances.' Shares subject to a pledge or lien can be blocked from registration, causing the buyer to acquire title it cannot use.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Purchase price and payment mechanics","States the total consideration, how and when it is paid, any price adjustment mechanism (completion accounts or locked-box), and how an earn-out is calculated and paid.","The aggregate consideration for the Sale Shares is [CURRENCY][AMOUNT] (the 'Purchase Price'), payable on Closing by wire transfer to [SELLER BANK DETAILS]. The Purchase Price is subject to adjustment for Net Debt and Normalized Working Capital as set out in Schedule [X].","Omitting a working capital adjustment mechanism. Without one, a seller can drain cash or run up payables before closing, transferring value out of the business at the buyer's expense.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Seller representations and warranties","A comprehensive set of factual statements by the seller about the target company — title to shares, financial statements, material contracts, employees, litigation, tax, and IP — that form the basis of the indemnity regime.","The Seller represents and warrants to the Buyer, as of the date of this Agreement and as of Closing, that: (a) the Sale Shares are legally and beneficially owned by the Seller free from Encumbrances; (b) the Accounts give a true and fair view of the Company's financial position as at [DATE]; (c) there is no material litigation pending or threatened against the Company.","Using a short-form warranty schedule without a disclosure letter process. Undisclosed facts breach warranties regardless of whether the seller 'forgot' — a formal disclosure letter is the seller's only protection.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Buyer representations and warranties","Statements by the buyer confirming its legal authority to enter the transaction, that it has the funds to close, and that it is not acquiring the shares based on any representation outside this agreement.","The Buyer represents and warrants to the Seller that: (a) it is duly organized and has full power and authority to enter into and perform this Agreement; (b) it has, or will have at Closing, sufficient funds to pay the Purchase Price; (c) it is acquiring the Sale Shares for its own account and not as agent.","Omitting buyer warranties entirely. Sellers benefit from representations that the buyer has committed financing — a buyer who lacks funds and has given no warranty cannot be held in breach if the deal collapses for funding reasons.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Conditions to closing","Lists the events and approvals that must occur before either party is bound to proceed — including regulatory filings, third-party consents, and no material adverse change.","The obligations of the parties to proceed to Closing are conditional on: (a) receipt of all Required Regulatory Approvals; (b) no Material Adverse Change having occurred in respect of the Company since the date of this Agreement; (c) all Third-Party Consents listed in Schedule [X] having been obtained.","Drafting conditions so broadly that routine business fluctuations trigger a 'material adverse change.' Courts apply a high threshold for MAC — vague language creates disputes rather than protection.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Pre-closing covenants and conduct of business","Requires the seller to operate the business in the ordinary course between signing and closing, restricts extraordinary transactions, and obligates both parties to satisfy closing conditions.","Between the date of this Agreement and Closing, the Seller shall procure that the Company conducts its business in the ordinary course consistent with past practice and shall not, without the Buyer's prior written consent: (a) declare or pay any dividend; (b) incur indebtedness exceeding [AMOUNT]; (c) dispose of any material asset outside the ordinary course.","No ordinary-course covenant at all. Without it, a seller is free to pay out dividends, hire senior executives on uncommercial terms, or sign long-term contracts that erode value before closing.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Indemnification, warranty cap, and claim procedure","Sets the seller's maximum liability for warranty breaches, the time limit for making claims, minimum claim thresholds, and the procedure for bringing and resolving claims.","The Seller's aggregate liability under the Warranties shall not exceed [X]% of the Purchase Price (the 'Cap'). No claim shall be made unless notified in writing within [X] years of Closing. Claims shall not be brought unless the aggregate amount exceeds [AMOUNT] (the 'Basket'). The Buyer shall give the Seller reasonable opportunity to remedy any breach before commencing proceedings.","Setting the warranty cap as 100% of the purchase price as a default without considering warranty and indemnity (W&I) insurance. W&I insurance can shift liability to an insurer, making higher caps commercially acceptable and reducing seller holdback disputes.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Closing mechanics and share transfer","Specifies what each party must deliver at closing — executed stock transfer forms, share certificates, board minutes, resignation letters — and what happens if one party fails to close.","At Closing: (a) the Seller shall deliver executed stock transfer forms for the Sale Shares, original share certificates, and board minutes approving the transfer; (b) the Buyer shall pay the Purchase Price to the Seller's Nominated Account; (c) the Company shall update the register of members to reflect the Buyer as holder of the Sale Shares.","No long-stop date for closing. Without a deadline, a party experiencing cold feet can delay indefinitely, leaving both sides in contractual limbo.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Post-closing obligations and restrictive covenants","Restricts the seller from competing with the business, soliciting key employees or customers, and using confidential information for a defined period after closing.","For [X] years following Closing, the Seller shall not, directly or indirectly: (a) carry on any business competing with the Company within [GEOGRAPHIC AREA]; (b) solicit or entice away any employee of the Company; (c) solicit any customer of the Company with whom the Company dealt in the [X] years preceding Closing.","Copying non-compete duration and geography from an employment contract template without considering business context. M&A non-competes are typically enforced for 2–3 years and are assessed differently from employment restrictions — but must still be proportionate to the legitimate interest being protected.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Identify all parties and the target company precisely","Enter the full registered legal names of the seller, buyer, and target company — not trading names. Include registered numbers and registered offices. Confirm the exact number and class of shares being sold and the seller's percentage ownership.","Pull the share register from the company's registered records before completing this section — discrepancies between the agreement and the register can block the transfer.",{"step":352,"title":353,"description":354,"tip":355},2,"Define the purchase price and payment structure","Enter the total consideration in the stated currency. Choose between a fixed price, completion accounts adjustment, or locked-box mechanism. If an earn-out applies, define the metric, measurement period, and payment timing precisely in a schedule.","Locked-box structures give more price certainty but require a clean historical balance sheet — request audited accounts or a management accounts sign-off at the locked-box date before agreeing to this structure.",{"step":357,"title":358,"description":359,"tip":360},3,"Prepare the warranty schedule with a disclosure letter","Work through the warranty schedule systematically. For each warranty that is not fully accurate, prepare a corresponding disclosure in a separate disclosure letter. Disclosures limit the seller's liability for known facts and are as important as the warranties themselves.","General disclosures (e.g., matters visible in public registers) are standard, but specific disclosures for known issues — pending litigation, customer concentration — must be itemized and supported by documents.",{"step":362,"title":363,"description":364,"tip":365},4,"Set indemnification caps, baskets, and time limits","Negotiate and enter the warranty cap (typically 20–100% of purchase price), the de minimis threshold per claim, the aggregate basket, and the survival period for warranty claims (typically 18–36 months for general warranties, 7 years for tax warranties).","Consider warranty and indemnity insurance for deals above $5M — it can increase the cap to 100% of consideration and reduce the seller's escrow obligation to zero.",{"step":367,"title":368,"description":369,"tip":370},5,"List all conditions to closing","Identify every regulatory approval, third-party consent (key customer contracts, lease assignments, lender waivers), and internal corporate authorization required before closing. Attach a complete list as a schedule.","Start the consent process immediately after signing — regulatory timelines are the most common cause of delayed closings, and some consents require 30–90 days' notice.",{"step":372,"title":373,"description":374,"tip":375},6,"Draft the pre-closing conduct covenant","Set the permitted and prohibited actions during the period between signing and closing. Define specific thresholds for capex, new hiring, and dividend payments that require buyer consent.","Keep the carve-outs for ordinary-course actions narrow and specific — broad permitted carve-outs become routes for a seller to drain value.",{"step":377,"title":378,"description":379,"tip":380},7,"Complete the closing deliverables checklist","List every document the seller and buyer must deliver at closing: stock transfer forms, share certificates, board resolutions, resignation and appointment letters, and bank payment instructions. Set a long-stop date after which either party may terminate if closing has not occurred.","Run a dry-run of the closing process 48 hours before the scheduled date to confirm all documents are executed and all wire transfer details are verified.",{"step":382,"title":383,"description":384,"tip":385},8,"Calibrate the post-closing restrictive covenants","Set the non-compete duration (typically 2–3 years for M&A transactions), geographic scope, and the specific business activities restricted. Add non-solicitation of employees and customers. Tailor the scope to the seller's actual knowledge of and influence over the business.","If the seller is remaining as an employee post-closing, their employment agreement's restrictive covenants should be aligned with — and not contradict — the covenants in this agreement.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"No disclosure letter process","Without a disclosure letter, every warranty is given absolutely. A seller who knows of a pending claim or contract dispute and fails to disclose it will be in breach — even if the buyer's advisors could have discovered it during due diligence.","Prepare a disclosure letter in parallel with the agreement. Attach supporting documents for every specific disclosure and have it delivered and acknowledged at signing.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting a working capital or locked-box adjustment","A seller can extract cash, delay collections, or accelerate payables between signing and closing, transferring real economic value out of the business at the buyer's expense without technically breaching any warranty.","Include either a completion accounts mechanism with a target normalized working capital level, or a locked-box structure with a clear reference balance sheet date and a prohibition on leakage.",{"mistake":396,"why_it_matters":397,"fix":398},"No long-stop termination date","Without a deadline, a party can stall the closing process indefinitely — leaving the other side unable to terminate, claim damages, or move on.","Set a specific long-stop date — typically 60–180 days after signing — after which either party may terminate if conditions to closing have not been satisfied.",{"mistake":400,"why_it_matters":401,"fix":402},"Using a generic non-compete from an employment template","M&A non-competes are assessed under a different legal framework from employment non-competes and typically support longer durations — but they still require proportionality. An employment-style clause in an M&A context may be struck down or create unintended gaps.","Draft the post-closing non-compete specifically for the business sold — define the exact products, services, and geographies restricted, and set a duration of 2–3 years supported by the purchase price paid for goodwill.",{"mistake":404,"why_it_matters":405,"fix":406},"No escrow or holdback for warranty claims","If the full purchase price is paid at closing and a warranty breach surfaces six months later, the buyer has a damages claim against a seller who may have already spent or distributed the proceeds.","Retain 5–15% of the purchase price in escrow for 12–24 months post-closing, released to the seller only if no warranty claims are made or resolved within that period.",{"mistake":408,"why_it_matters":409,"fix":410},"Missing third-party consent conditions","Key contracts — bank facilities, major customer agreements, property leases — often contain change-of-control clauses that allow counterparties to terminate on a share sale. Missing these can destroy the business value the buyer just paid for.","Conduct a change-of-control review of all material contracts during due diligence. List every required consent as a condition to closing and begin the consent process immediately after signing.",[412,415,418,421,424,427,430,433,436,439],{"question":413,"answer":414},"What is a sale of shares agreement?","A sale of shares agreement is a binding contract under which a shareholder (the seller) transfers legal and beneficial ownership of shares in a private company to a buyer for an agreed purchase price. It governs every aspect of the transaction: the consideration structure, seller warranties, indemnification obligations, conditions to closing, and closing mechanics. It is the definitive document that replaces a letter of intent and constitutes the legal record of the share transfer.\n",{"question":416,"answer":417},"What is the difference between a share purchase agreement and an asset purchase agreement?","In a share purchase, the buyer acquires the company itself — including all its assets, liabilities, contracts, and historic tax exposures — by purchasing shares from the existing owners. In an asset purchase, the buyer cherry-picks specific assets and liabilities, leaving unwanted obligations behind. Share deals are simpler to execute (no need to re-assign every contract) but carry more risk because hidden liabilities transfer with the company. Asset deals require more administrative work but give the buyer greater control over what it acquires.\n",{"question":419,"answer":420},"What warranties should a seller give in a sale of shares agreement?","Seller warranties typically cover: title to and ownership of the shares, accuracy of the financial statements, no material adverse change since the accounts date, completeness of disclosed material contracts, compliance with applicable law, absence of pending litigation, tax compliance and no undisclosed tax liabilities, ownership of key IP, employee matters including no undisclosed pension liabilities, and accuracy of the data room or disclosed information. Tax warranties and indemnities are usually the most heavily negotiated.\n",{"question":422,"answer":423},"What is a disclosure letter and why does it matter?","A disclosure letter is a document delivered by the seller at signing that qualifies the warranties by disclosing known facts that would otherwise constitute a breach. For example, if the seller warrants that there is no material litigation but knows of a pending claim, that claim must be disclosed. Disclosed matters cannot be claimed against under the warranty regime. Without a disclosure letter, every warranty is absolute — making it the seller's most important protective document in the transaction.\n",{"question":425,"answer":426},"How is the purchase price structured in a share sale?","The purchase price may be structured as a fixed sum, a completion accounts adjustment (the price adjusts based on actual net debt and working capital at closing), or a locked-box mechanism (price fixed by reference to a historical balance sheet with no post-closing adjustment). Earn-outs — deferred payments tied to post-closing financial performance — are common where the buyer and seller disagree on valuation. Escrow holdbacks of 5–15% are standard to cover warranty claims for 12–24 months post-closing.\n",{"question":428,"answer":429},"What is a warranty cap and how should it be set?","A warranty cap is the maximum aggregate amount of indemnification the seller owes for breaches of warranties. Caps typically range from 20% to 100% of the purchase price for general warranties, with tax warranties often capped at 100%. The appropriate cap depends on the deal size, the quality of due diligence, whether warranty and indemnity insurance is available, and the relative bargaining positions of the parties. In transactions above $5M, W&I insurance frequently allows the seller to reduce their personal cap significantly.\n",{"question":431,"answer":432},"Do I need a lawyer to draft or review a sale of shares agreement?","Yes, for virtually all private company share transactions. A sale of shares agreement involves significant financial exposure, complex warranty and indemnity provisions, tax consequences, and jurisdiction-specific regulatory requirements. A template provides the structural framework and reduces drafting time and cost, but a qualified M&A lawyer should review the final agreement — particularly the warranty schedule, indemnification caps, conditions to closing, and post-closing covenants — before execution. The cost of a legal review is negligible relative to the value at stake in most share transactions.\n",{"question":434,"answer":435},"What happens at closing in a share transaction?","At closing, the seller delivers executed stock transfer forms, original share certificates (if any), board resolutions approving the transfer, and resignation letters from any outgoing directors. The buyer pays the purchase price by wire transfer. The company updates its register of members to reflect the buyer as the new shareholder. In most jurisdictions, stamp duty or transfer tax must be paid within a specified period of closing. The buyer then controls the company as its new shareholder.\n",{"question":437,"answer":438},"What post-closing restrictions typically apply to the seller?","Sellers typically agree not to compete with the business for 2–3 years post-closing within a defined geographic area and business scope. They also agree not to solicit key employees or customers for the same period. Confidentiality obligations covering non-public information about the business are usually indefinite. These restrictions are generally more enforceable in M&A contexts than employment non-competes because they are supported by a substantial purchase price paid for goodwill.\n",{"question":440,"answer":441},"What is a material adverse change clause and when does it apply?","A material adverse change (MAC) clause allows a buyer to walk away from the transaction — without liability — if a significant adverse event occurs between signing and closing. Courts apply a very high threshold: general market downturns, industry-wide conditions, and events known to the buyer at signing typically do not qualify. MAC clauses are most effective for company-specific catastrophic events such as loss of a key customer representing more than 30% of revenue or a regulatory suspension of the business's operating license.\n",[443,447,451,455],{"industry":444,"icon_asset_id":445,"specifics":446},"Technology / SaaS","industry-saas","IP ownership warranties, source code escrow conditions, change-of-control clauses in SaaS customer contracts, and key-person retention mechanics are central deal points in technology share transactions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Professional Services","industry-professional-services","Client relationship non-solicitation covenants, professional licensing and regulatory consents, and earn-outs tied to post-closing revenue retention are common structures in accountancy, legal, and consulting firm acquisitions.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare","industry-healthtech","Regulatory licenses and provider numbers transfer with the company in a share deal, making license status warranties and CMS or CQC compliance representations critical — and often deal-specific conditions to closing.",{"industry":456,"icon_asset_id":457,"specifics":458},"Manufacturing","industry-manufacturing","Environmental liability indemnities, plant and equipment condition warranties, customer and supplier contract change-of-control consents, and pension scheme assumptions are the most negotiated points in manufacturing share sales.",[460,463,466,469],{"vs":233,"vs_template_id":461,"summary":462},"D{ASSET_PURCHASE_AGREEMENT_ID}","An asset purchase agreement transfers selected assets and liabilities — the buyer chooses what to acquire and leaves unwanted obligations behind. A sale of shares agreement transfers the company itself, including all historic liabilities. Share deals are administratively simpler (no contract re-assignment) but expose the buyer to hidden liabilities. Buyers often prefer asset deals for legacy-liability risk management; sellers often prefer share deals for tax efficiency.",{"vs":89,"vs_template_id":464,"summary":465},"shareholders-agreement-D341","A shareholders agreement governs the ongoing relationship between shareholders after they own shares — covering voting rights, dividend policy, transfer restrictions, and dispute resolution. A sale of shares agreement governs the one-time transaction of transferring those shares. You may need both: the sale agreement to complete the transfer, and an updated shareholders agreement to govern the post-closing ownership structure.",{"vs":249,"vs_template_id":467,"summary":468},"share-subscription-agreement-D13229","A share subscription agreement involves a company issuing new shares to an investor in exchange for new capital — the company receives money, and the existing shareholders are diluted. A sale of shares agreement involves existing shareholders selling their shares to a buyer — the existing shareholders receive money, not the company. Use a subscription agreement for investment rounds; use a sale of shares agreement for exits and secondary transfers.",{"vs":245,"vs_template_id":470,"summary":471},"letter-of-intent-to-purchase-a-business-D315","A letter of intent records agreed commercial terms — price, structure, and exclusivity — before due diligence is complete and before the definitive agreement is drafted. It is typically non-binding on price and terms. A sale of shares agreement is the legally binding definitive document that closes the transaction. The LOI is the beginning of the process; the sale of shares agreement is the end.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Simple share transfers between known parties where price and terms are already agreed and the deal value is below $100K","Free","1–3 hours",{"best_for":478,"cost":479,"time":480},"Private company share sales up to $2M where parties want a structured starting point reviewed by an M&A lawyer","$1,500–$5,000","1–2 weeks",{"best_for":482,"cost":483,"time":484},"Transactions above $2M, cross-border deals, complex earn-outs or warranty regimes, regulated industries, or institutional buyer involvement","$10,000–$75,000+","4–12 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Share sales in the US must comply with federal and state securities laws — even in private company transactions, exemptions from registration (e.g., Rule 144 or Section 4(a)(2)) must be confirmed. Delaware law governs most corporate share transfers and provides well-established rules on board approval and stock transfer mechanics. State transfer taxes vary; consult a tax advisor on the applicable stamp or transfer tax for the transaction state. Non-compete enforceability varies significantly by state — California courts routinely refuse to enforce post-closing non-competes that are not directly tied to the sale of goodwill.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Canadian share purchase agreements must address both federal and provincial corporate law requirements depending on the target's jurisdiction of incorporation (CBCA federally or provincial Business Corporations Acts). Provincial securities legislation applies to share transfers even in private company deals. Tax treatment of a share sale differs from an asset sale under the Income Tax Act — sellers may benefit from the Lifetime Capital Gains Exemption on qualifying small business corporation shares, making share deals tax-preferred for many Canadian founders. Quebec transactions may require French-language documentation for provincially regulated entities.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","UK share purchase agreements are governed by English or Scottish law depending on the parties' election. Stamp duty of 0.5% of the purchase price applies to share transfers and must be paid within 30 days of completion. The Companies Act 2006 requires the target company's register of members to be updated promptly following transfer. The Financial Conduct Authority's rules on financial promotions and controlled investments apply to certain share transactions. Post-Brexit, EU merger control no longer applies to UK transactions — the Competition and Markets Authority has independent jurisdiction over deals meeting UK thresholds.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","EU share transactions meeting the EC Merger Regulation thresholds (combined worldwide turnover exceeding €5B or EU-wide turnover exceeding €250M for each of two parties) require European Commission merger clearance before closing. Member state transfer taxes vary — France charges 0.1% on listed securities and up to 3% on certain private company transfers; Germany applies a 1.5% real estate transfer tax if the target holds qualifying real property and more than 90% of shares change hands. GDPR data warranties are now standard in EU share purchase agreements given that the buyer inherits the target's data processing obligations.",[253,242,246,250,507,508,509,510,511,512,513,514],"non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","certificate-of-corporate-resolution-D3","business-report-D12762","employment-agreement-executive-D543","general-non-compete-agreement-D882","escrow-agreement-D1173","purchase-order-D1411",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":99,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"equity-and-mergers","agreement","general","exit",[522,523,524,525,526],"m-and-a","shareholder","legal","share-sale","equity-transfer",0.95,"\u003Ch2>What is a Sale of Shares Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Sale of Shares Agreement\u003C/strong> is a legally binding contract under which a shareholder transfers legal and beneficial ownership of shares in a private company to a buyer in exchange for an agreed purchase price. Unlike an asset purchase, which transfers selected assets and liabilities, a share deal transfers the entire company — including its contracts, employees, tax history, and contingent liabilities — making the agreement considerably more complex than a simple bill of sale. The document governs every dimension of the transaction: how the price is calculated and paid, what the seller promises is true about the business, what happens if those promises turn out to be wrong, what conditions must be met before closing can occur, and what restrictions apply to the seller after the deal closes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a share transfer without a properly drafted agreement exposes both buyer and seller to significant financial and legal risk. A buyer who discovers undisclosed liabilities after closing — pending litigation, unpaid taxes, or a key customer contract that terminates on change of control — has no contractual recourse without a warranty and indemnity regime in place. A seller who receives no formal covenants from the buyer about committed financing, or who gives no post-closing restrictions, may find the deal collapsing after exclusivity has been granted and other buyers have moved on. The share transfer mechanics themselves — stock transfer forms, register updates, stamp duty filings — require precise coordination that an informal arrangement cannot provide. This template gives both parties a professionally structured framework that covers every critical deal point, reduces negotiation time, and provides the legal foundation a lawyer can build on for transactions of any size.\u003C/p>\n",1781186012439]