Share Purchase Agreement Of Private Limited Company Template for England and Wales

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Key Requirements PROMPT example:

Share Purchase Agreement Of Private Limited Company

"I need a Share Purchase Agreement Of Private Limited Company for the acquisition of a technology startup, where 75% of the consideration will be paid upfront and 25% will be based on an earn-out structure over two years, with completion planned for March 2025."

Document background
A Share Purchase Agreement Of Private Limited Company is essential when transferring ownership of shares in a private company under English and Welsh law. It's typically used in business acquisitions, corporate restructuring, or when investors are buying into or exiting a company. The document covers crucial aspects such as purchase price, warranties about the company's condition, tax indemnities, and completion mechanics. It provides legal certainty and protection for both buyers and sellers, ensuring all aspects of the share transfer are properly documented and legally enforceable.
Suggested Sections

1. Parties: Identification of seller(s) and buyer(s) with full legal details

2. Background/Recitals: Context of the transaction and company details

3. Definitions and Interpretation: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and shares being sold

5. Consideration: Payment terms, adjustments, and mechanics

6. Completion: Timing, conditions, and mechanics of completion

7. Warranties: Seller's basic warranties about shares and authority

8. Confidentiality: Non-disclosure obligations

9. Governing Law and Jurisdiction: Choice of law and courts

Optional Sections

1. Business Warranties: Detailed warranties about the business - used in larger transactions or when buyer requires detailed protection

2. Tax Covenant: Specific tax-related promises and indemnities - used when tax risks need specific coverage

3. Non-compete Provisions: Restrictions on seller's future activities - used when protecting goodwill is important

4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of consideration is performance-based

Suggested Schedules

1. Details of the Company: Company information including share capital structure

2. Completion Obligations: Lists of documents and actions required at completion

3. Warranties: Detailed business warranties if not in main body

4. Properties: Details of company's real estate assets

5. Material Contracts: Key business agreements

6. Intellectual Property: IP rights owned or used by the company

7. Employee Information: Key employment terms and arrangements

8. Tax Covenant: Detailed tax indemnity provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share transfer provisions, directors' duties, company registration requirements, and share capital requirements

Financial Services and Markets Act 2000: Regulations concerning financial promotions, investment requirements, and FCA authorization requirements where applicable

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental contract law principles affecting the formation and execution of the share purchase agreement

Income Tax Act 2007: Tax legislation governing income tax implications of share transfers and related transactions

Taxation of Chargeable Gains Act 1992: Legislation governing capital gains tax implications of share sales and transfers

Stamp Duty Regulations: Regulations governing stamp duty and stamp duty reserve tax on share transfers

Transfer of Undertakings (Protection of Employment) Regulations 2006: TUPE regulations protecting employees' rights during business transfers

Employment Rights Act 1996: Legislation relevant to employment-related warranties and employee protection in share transfers

UK GDPR: Data protection regulations governing the processing and transfer of personal data during company acquisitions

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Money Laundering Regulations 2017: Anti-money laundering requirements for share purchase transactions

Proceeds of Crime Act 2002: Legislation preventing the use of criminal property and proceeds in business transactions

Competition Act 1998: Legislation governing competition law aspects of share purchases and business combinations

Enterprise Act 2002: Legislation governing merger control and competition aspects of larger business combinations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Share Purchase Agreement Of Private Limited Company

An English law agreement governing the sale and purchase of shares in a private limited company, setting out transaction terms and parties' rights and obligations.

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