Share sale and purchase agreements

These share sale agreements are for the purchase or sale of less than full ownership of any private limited company. They are suitable whether you are the buyer or the seller as they can easily be adapted to favour either side. In particular, we include a menu of 140 warranties that should protect and reassure any buyer.


Share purchase agreement

3 Reviews

This is an agreement for the sale of a majority or a minority shareholding in a private company for cash (rather than shares). The company could be in any industry, and the seller and the buyer could be private individuals or other companies. The document comes with an extensive choice of warranties designed to protect the value of your investment and give you the greatest legal advantage.

Share subscription agreement

Share subscription agreement for new shares. Full buyer protection. To create majority or minority shareholding. Any industry. Full version, options for extensive warranties by other shareholders. Retention against poor performance. Other versions available.

Share purchase and subscription agreement

Shares purchase and subscription agreement for new shares. New shareholder subscribes for new holding but also buys some shares from other shareholders. To create majority or minority shareholding. Full buyer protection. Full version, options for extensive warranties by other shareholders. Option for claw-back against poor performance. Option for guarantor. Other document versions available.

Shares subscription agreement: simple transaction

This is a simple subscription agreement for new shares where the buyer does not need extensive warranties about the state of the company. He or she is likely to be very familiar already with the company, trust the existing shareholders, or be buying in at a price which lowers the risks significantly. This is therefore an ideal document for situations such as: additional equity investment by an existing shareholder, employee buy-ins, or bringing in a relative into a family business. The document is suitable for companies in any industry and for subscriptions of any size.

Shares buy-sell agreement: simple transaction

13 Reviews

This agreement is for the sale of shares in a private company in any industry for cash. It includes a less extensive selection of warranties than other shares sale agreements we offer, making it suitable for transactions where the risks to the buyer are lower: such as when the buyer is familiar with the company, or when the seller is trusted.

Share transfer form: private company

32 Reviews

Looking to transfer, sell or purchase shares in a private company? Download our form, suitable for all situations, with complete guidance notes.

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Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

What is a Share Purchase Agreement?

Shareholders in a company use a Share Purchase Agreement, to transfer their ownership of shares to someone new. When executed properly, this document becomes a legally binding agreement. The buyer then gains the rights and responsibilities associated with being a company shareholder, and the seller withdraws from the company. The amount of shares you own determines your stake in a company and your eligibility for dividend payments. For example, if a company issues 10,000 shares and a shareholder owns 1,000 shares, the shareholder legally owns 10% of the company. Typically, this means they are entitled to 10% of the company's profits and 10% of the votes in corporate resolutions.

Which Net Lawman Share Purchase Agreement?

Here we guide you to the most appropriate share purchase document for your requirement. We are not concerned with a deal to buy all the shares. That would need a rather different document.

This small set of documents covers a situation where some person or company buys into a company either by subscribing for new shares or by buying existing shares from their owners. There may be several sellers or several buyers, any of whom could be a company.

Let us assume you are coming in for maybe forty per cent. The scenariois that two director-shareholders are in constant stalemate and have asked you to buy in and act as chairman. Meanwhile, three minority shareholders want out. You have agreed to buy all their shares and subscribe to new shares at an advantageous price. Maybe you have also agreed to a loan to the company. So with that commitment, you really need an agreement that wraps things up tightly. You need a Shares purchase and subscription agreement with a full choice of warranties.

At the last minute the three old guys who wanted out decide they like you and they would prefer to stay. You go along with this. So now the deal involves only a share subscription agreement. But of course you still need those warranties.

Now you have slept on that deal and you have second thoughts. You like the business, but the thought of managing those minority shareholders disturbs you. So you decide to go with just one shareholder and buy out all the others. They may not be happy but they agree to sell. So now you do not need to subscribe for new shares. You will have all the shares you want by buying them.

Those are the options: buy shares or subscribe to new shares - or both. Our documents reflect just those options. We also offer a fourth option which is a simpler document with no warranties. This document is not for you. It is for a situation where the shareholders invite someone to become a shareholder by subscribing to new shares in circumstances where that invitee either knows the company already or is coming in on terms he dares not challenge.

She may be a director whom the shareholders wish to motivate with a shareholding. She may be the company’s accountant. She may be the chairman’s daughter. The point is that she is not in a position to demand the level of protection that you have demanded. She is very happy with the Net Lawman shares subscription agreement which does not include the raft of warranties.

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