Company Share Sale Agreement Template for United States

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Key Requirements PROMPT example:

Company Share Sale Agreement

"I need a Company Share Sale Agreement for the sale of 100% of shares in my tech startup to a larger corporation, with specific provisions for an earn-out structure and employee retention plans to be completed by March 2025."

Document background
The Company Share Sale Agreement is a critical legal document used when transferring ownership of company shares in the United States. It serves as the primary contract governing the transaction, detailing all aspects of the share sale including price, payment terms, warranties, and indemnities. This agreement must comply with both federal securities laws and state-specific corporate regulations. It's particularly important for ensuring clear documentation of ownership transfer, protecting both parties' interests, and maintaining compliance with SEC requirements and applicable state laws. The agreement typically includes comprehensive due diligence findings and may require regulatory approvals depending on transaction size and industry.
Suggested Sections

1. Parties: Identification and details of the seller(s) and buyer(s)

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

3. Definitions: Key terms used throughout the agreement

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

5. Completion: Closing mechanics and requirements

6. Seller's Warranties: Standard representations about the shares and company

7. Buyer's Warranties: Representations about buyer's capacity and authority

8. Confidentiality: Protection of sensitive information

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Pre-Completion Conditions: Conditions that must be met before closing - used for complex transactions requiring regulatory approvals or third-party consents

2. Post-Completion Obligations: Ongoing commitments after closing - used when parties have continuing obligations

3. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting business goodwill is crucial

4. Earn-Out Provisions: Additional payments based on future performance - used when price includes contingent payments

Suggested Schedules

1. Share Details Schedule: Details of shares being transferred including share certificates

2. Company Information Schedule: Corporate details, subsidiaries, and material contracts

3. Warranties Schedule: Detailed warranties about the company and business

4. Disclosure Letter: Exceptions to warranties

5. Completion Obligations Schedule: List of documents and actions required at completion

6. Properties Schedule: Details of company's real estate holdings

7. Intellectual Property Schedule: List of IP rights and registrations

8. Employee Information Schedule: Key employee details and benefits

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

Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Federal law regulating the offer and sale of securities, including registration requirements, exemptions, and disclosure obligations

Securities Exchange Act of 1934: Federal law governing ongoing reporting requirements, anti-fraud provisions, and insider trading regulations in securities trading

Internal Revenue Code: Federal tax legislation covering tax implications of share transfers, capital gains considerations, and stock transfer tax requirements

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust law requiring merger notifications, competition considerations, and meeting specific filing thresholds

State Corporate Laws: State-specific laws (e.g., Delaware General Corporation Law) governing share transfer restrictions, shareholder rights, and corporate governance requirements

Blue Sky Laws: State securities laws establishing state-specific registration requirements, disclosure obligations, and exemptions for securities transactions

State Contract Laws: State-specific laws governing contract formation, enforcement, representations and warranties, and remedies for breach

Uniform Commercial Code: Standardized commercial law, particularly Article 8, governing investment securities, transfer procedures, and security interests

Foreign Investment Regulations: Regulations including CFIUS requirements, export control regulations, and foreign ownership restrictions for international transactions

Industry-Specific Regulations: Sector-specific regulations that may affect share sales, including regulatory approvals and licensing requirements based on company's industry

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

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