Share Purchase Agreement Private Limited Company Template for United States

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Key Requirements PROMPT example:

Share Purchase Agreement Private Limited Company

"I need a Share Purchase Agreement Private Limited Company to document the sale of 60% of my tech startup's shares to a venture capital firm, with specific provisions for intellectual property protection and staged payment terms over 18 months starting March 2025."

Document background
The Share Purchase Agreement Private Limited Company is a crucial document used when transferring ownership of shares in a private limited company within the United States. It serves as the primary transaction document that captures all material terms of the share sale, including price, payment structure, warranties, and indemnities. This agreement is essential for both minority and majority stake sales, requiring careful consideration of federal securities laws, state corporate laws, and relevant regulatory requirements. It provides legal protection for both parties and ensures clear documentation of the transfer of ownership, associated rights, and obligations.
Suggested Sections

1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses

2. Background/Recitals: Context of the transaction, including company details and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

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

5. Consideration: Payment terms, including timing and method of payment

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Details of closing process and requirements

8. Seller's Warranties: Representations and warranties given by the seller

9. Buyer's Warranties: Representations and warranties given by the buyer

10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions

Optional Sections

1. Post-Completion Covenants: Additional obligations after closing, including ongoing commitments of parties

2. Non-Compete Provisions: Restrictions on seller's future business activities to protect the purchased business

3. Employee Matters: Provisions relating to employees and their treatment post-transaction

4. Tax Indemnities: Specific tax-related protections and allocation of tax liabilities

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including class, numbers, and rights

2. Schedule 2 - Warranties: Detailed warranties given by seller about the company

3. Schedule 3 - Disclosure Letter: Exceptions to warranties and specific disclosures

4. Schedule 4 - Company Information: Details about the company including corporate information and structure

5. Schedule 5 - Material Contracts: List of important contracts affecting the company

6. Schedule 6 - Property Schedule: Details of company's real estate holdings and leases

7. Schedule 7 - Intellectual Property: Schedule of IP rights owned or used by the company

8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion

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 that regulates the offer and sale of securities, requiring registration of securities offerings and material disclosures unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities and establishing the SEC, including anti-fraud provisions and reporting requirements

Hart-Scott-Rodino Act: Federal antitrust legislation requiring companies to file pre-merger notifications for certain acquisitions

Internal Revenue Code: Federal tax laws governing the tax implications of stock purchases, including capital gains, transfer taxes, and other tax considerations

Foreign Investment and National Security Act: Federal law governing foreign investments in US companies, including CFIUS review requirements

State Corporate Laws: State-specific laws governing corporate formation, operation, and transactions (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Uniform Commercial Code: State-adopted standardized set of laws governing commercial transactions, including sale of goods and secured transactions

Corporate Governance Documents: Company's Articles of Incorporation, Bylaws, existing shareholder agreements, and other internal governing documents

SEC Regulations: Federal regulations governing securities transactions, including disclosure requirements and anti-fraud provisions

Industry-Specific Regulations: Regulations specific to the company's industry that may affect the transaction (e.g., banking, healthcare, telecommunications)

CFIUS Requirements: Committee on Foreign Investment in the United States requirements for reviewing foreign investments in US companies

Employment Laws: Federal and state laws governing employee rights, benefits, and protections in corporate transactions

Due Diligence Requirements: Legal requirements for investigating and verifying company information, including financial records, contracts, and corporate documents

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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