Company purchase agreement: shares and cash deal
- Solicitor approved
- Plain English makes editing easy
- Guidance notes included
- Money back guarantee
About this document
This is a straight forward purchase and sale agreement for a company in any business and of any size.
The purchase price could be any amount. Some of this would comprise an equity stake in the buyer (or a company owned by the buyer), with the remainder being cash.
The deal should be completed on the same day as payment is made.
The company being acquired may own leasehold, freehold or tenanted property.
Use of warranties
Despite being called a sale agreement, it is usually the buyer who draws up the first draft of the contract. This is because he or she is at risk from issues that only become known after the purchase. In order to reduce these risks, it is commonly accepted practice for the seller to give warranties that cover all aspects of the business. That means that the seller warrants that statements made during the due diligence process are true. If it subsequently turns out that the information was false, the buyer can seek appropriate reimbursement.
If you are the buyer, there is advantage in choosing from the wide selection of warranties we include in this document. If you are the seller, likewise, there is advantage in being the party to present the first draft to the other, but rather because you can reduce the warranties you give.
You will also receive an example disclosure letter in this pack. We have provided a format that gives an indication of how such a letter works and a style you could use.
The document includes 108 individual warranties in sections relating to:
- Company structure and operation
- Cash flow
- Guarantees and borrowing
- Trading and contracts
- Properties, including those let by the company
- Intellectual property
- Information technology
Revisiting any shareholders' agreement
As this deal entitles the seller to receive shares, immediately on completion of this agreement, the seller should enter into a shareholders' agreement with the existing shareholders of the buyer. All of the detailed control is best exercised through a shareholder agreement.
Other similar templates
We also have documents to sell not a company but a business as a going concern. If you are not buying all of the shares in a company, you need a share sale agreement.
- Agreement for sale
- Purchase price and how made up
- New shares to be issued by buyer
- The retention against warranty or other claims
- Additional price to be paid for performance over target
- Completion of the deal and delivery of documents
- Warranties applicability
- The warranties
- Trustees limited Warranties
- Restrictive agreement to prevent sellers from competing afresh
- Sellers protection provisions
- Guarantee provisions
- Buyer acknowledgement of inspection
- Various legal provisions usual in a document of this type
This document was written by a solicitor for Net Lawman. It complies with current New Zealand law.
"I have found Net Lawman perfect for my needs and saved me thousand of dollars in legal fees getting a lawyer to produce these douc's from scratch. I have used three of the Net Lawman doc's to basically write up the NDA, contract, Non Solicitation agreements to a level of being 95% complete and then used my lawyer to sign off. My lawyer even commented how complete these doc's are.
Thanks guys, great service/product.
Cheers Dean"Dean Harper
"I needed an Agreement and Google, as always, was where I headed. I found the Net Lawman site and initially I thought I needed a relationship type Agreement but the Lodger one was absolutely perfect.
I didn't think it would be so easy so would recommend your website to anybody who was looking for an Agreement to suit their needs."Wendy Auger
"I have found the product exactly what I wanted and the notes helpful - as well as it being easy to locate, buy and download. There should be a better way of making your product more widely known. I have recently had experience of a tailor-made lease and this left a lot to be desired - whereas your product is well researched and ticks all the boxes."Ted