What is a Stock Purchase Agreement?

Corporate transaction contract for acquiring company ownership through stock purchase, defining valuation, due diligence, closing conditions, and post-acquisition terms.

What should a Stock Purchase Agreement include?

Sale And Purchase Of Shares, Purchase Price And Payment, Closing, Representations And Warranties, Conditions Precedent T, Post.

When do I need a Stock Purchase Agreement?

Acquiring ownership in private companies through stock purchase transactions. Investing in businesses by purchasing equity stakes from existing shareholders. Completing business acquisitions through stock rather than asset purchases. Structuring management buyouts or employee stock purchase arrangements. Facilitating ownership transfers in family businesses or partnership changes.

Free Stock Purchase Agreement Template | Download & Customize

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made on [Date],
BETWEEN:

[Seller Name], of [Seller Address] ("Seller"),
AND
[Buyer Name], of [Buyer Address] ("Buyer").

RECITALS

WHEREAS, Seller is the legal and beneficial owner of [Number of Shares] shares (the "Shares") of [Class/Type] stock of [Company Name], a [State/Country of Incorporation] corporation with its principal office at [Company Address] (the "Company");

WHEREAS, Buyer desires to purchase the Shares from Seller, and Seller desires to sell the Shares to Buyer, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. SALE AND PURCHASE OF SHARES

1.1 Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares, free and clear of all liens, claims, and encumbrances.

1.2 The sale includes all rights and privileges attached to the Shares as of the date of this Agreement.

2. PURCHASE PRICE AND PAYMENT

2.1 The total purchase price for the Shares shall be [Purchase Price] ([Currency]).

2.2 Buyer shall pay the Purchase Price to Seller by [Payment Method] on or before [Closing Date].

3. CLOSING

3.1 The closing of the purchase and sale of the Shares (the "Closing") shall take place on [Closing Date] at [Closing Location], or at such other time and place as the parties may agree in writing.

3.2 At Closing:

Seller shall deliver to Buyer:
- Certificates representing the Shares, duly endorsed for transfer or accompanied by appropriate transfer documents.
- Any other documents reasonably necessary to transfer the Shares to Buyer.
Buyer shall deliver to Seller the Purchase Price as set forth in Section 2.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants that:

Seller is the sole legal and beneficial owner of the Shares and has full authority to sell them.
The Shares are free from any liens, claims, or encumbrances.
Seller has obtained all necessary consents and approvals for this transaction.

4.2 Buyer’s Representations

Buyer represents and warrants that:

Buyer has full authority to enter into this Agreement and complete the purchase.
The execution and delivery of this Agreement does not violate any agreement to which Buyer is a party.

5. CONDITIONS PRECEDENT

The obligations of each party under this Agreement are subject to the satisfaction or waiver of the following conditions on or before the Closing:

All representations and warranties of the other party remain true and correct.
All necessary approvals and consents have been obtained.

6. POST-CLOSING OBLIGATIONS

6.1 The parties shall cooperate and execute any further documents necessary to effect the transfer of the Shares.

7. CONFIDENTIALITY

7.1 Each party agrees to keep the terms of this Agreement and any confidential information received in connection with the transaction confidential, except as required by law or as necessary to enforce this Agreement.

8. INDEMNIFICATION

8.1 Each party agrees to indemnify and hold the other harmless from any losses, claims, or damages arising from any breach of their respective representations, warranties, or obligations under this Agreement.

9. NOTICES

9.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as may be notified in writing) by hand, email, or registered mail.

10. GOVERNING LAW

10.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].

11. ENTIRE AGREEMENT

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

12. AMENDMENTS

12.1 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

14.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Disclaimer

This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the date first written above.

SELLER:
Signature: ___________________________
Name: [Seller Name]
Date: _______________________________

BUYER:
Signature: ___________________________
Name: [Buyer Name]
Date: _______________________________

Stock Purchase Agreement