Company purchase agreement: simple cash deal

This is a simple agreement where payment is in cash. It has been drawn to protect the buyer’s interests, but a seller could take advantage by submitting an edited version to the buyer. The warranties are extensive but straightforward. Within the document there is no provision for real property, conditional payment, withholding of part payment or sale of subsidiaries.
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About this document

This is an agreement for a simple sale and purchase of a private limited company. The deal is for full payment to be transferred on the day that share ownership is changed.

There are no provisions here for conditional payment depending on future performance, for transfer of leases for business premises, or for dealing with subsidiaries.

The business of the company is not important to this document. It could provide services to other businesses, or import and sell goods to consumers. This document deals with the sale of shares.

We include many optional warranties that are designed to protect a buyer with imperfect information about the state of the business. If you are the buyer, you should leave these in place where relevant because they give you protection against having not been told something that affects the value. If you are the seller, you may want to remove some of these so as to leave fewer points on which a buyer may subsequently come back and claim that you failed to disclose material information.

We also provide an example disclosure letter. We have provided a format as an indication of how such a letter works and a style you could use. We leave the detailed wording for you to add.

The 69 individual warranties in this document are grouped into sections relating to:

  • General
  • No damaging effect of this agreement
  • Company structure and operation
  • Accounts
  • Taxation
  • Assets
  • Trading and contracts
  • Employment
  • Insurance
  • Intellectual property
  • Information technology

The agreement complies with the requirements of the Companies Act 1993.

Other similar documents

If the business (or part of the business) is being sold, rather than the shares of the whole company, then you should use one of our business sale agreements. These deal with the sale of assets.

If you are only selling or buying some of the shares in the company, and not acquiring all of it, then one of these agreements should be used.

Contents

  • Agreement for sale
  • Purchase price
  • Completion of the deal and delivery of documents
  • Warranties applicability
  • Warranties
  • Restrictive agreement to prevent the seller from competing immediately after sale
  • Seller's protection provisions
  • Buyer's acknowledgement of inspection
  • Guarantee provisions
  • Shareholdings
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current New Zealand law.

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