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This Share Purchase Agreement (SPA) sets out the terms and conditions of a sale and purchase of the entire issued share capital of a private limited company. The buyer agrees to pay the seller the purchase price for the sale shares in return for which the seller transfers title in the sale shares to the buyer (by executing a stock transfer form). This takes effect at completion of the transaction which will occur at the same time that the SPA is executed.


This SPA is designed for a transaction where there is a single target company, a single corporate seller and buyer and a simultaneous exchange and completion (i.e. there are no conditions to the purchase).


This Agreement is not suitable for transactions involving: split exchange and completion (i.e. non-simultaneous exchange and completion, with completion dependent on the satisfaction of certain specified conditions); where the target company has one or more subsidiaries; and where there are multiple individual sellers.


A Share Purchase Agreement is used to buy a business as a going concern instead of just buying the assets of the seller’s business. Since the buyer acquires title to the sale shares upon completion it will acquires the target company with all its assets and liabilities.


This Share Purchase Agreement contains detailed provisions about the parties and the terms of the transaction. It is suitable for straightforward transactions where the value is relatively low and the business of the target company is not complex.


Please note that the warranties set out in this Agreement will need to be adapted according to the specific requirements of the transaction.


This Share Purchase Agreement is drafted on the assumption that:

  • The transaction involves the sale of the entire issued share capital of a private limited company;
  • The target company has no subsidiaries;
  • The shares in the target company are all fully paid;
  • There is a single corporate seller and a single corporate buyer, both of which are private companies;
  • The purchase price for the shares is payable in cash on completion of the transaction;
  •  There is no delay between exchange and completion of the transaction.


This Share Purchase Agreement is in Microsoft Word format, written in plain English, easy to use and edit.