Simple Stock Purchase Agreement Between Shareholders Template for United States

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Key Requirements PROMPT example:

Simple Stock Purchase Agreement Between Shareholders

"I need a Simple Stock Purchase Agreement Between Shareholders for transferring 10,000 shares of my tech startup to a new investor at $5 per share, with closing scheduled for March 15, 2025, including right of first refusal and tag-along rights provisions."

Document background
A Simple Stock Purchase Agreement Between Shareholders is commonly used when shareholders in a private company wish to transfer ownership of their shares to other individuals or entities. This document is essential in the United States to ensure compliance with both federal securities laws and state-specific regulations. The agreement typically includes detailed information about the transaction, such as share pricing, payment terms, and representations about share ownership. It's particularly important for maintaining clear records of ownership transfers and protecting both parties' interests in the transaction. The document may also include provisions for rights of first refusal, tag-along rights, or other shareholder protections depending on the company's existing shareholder agreements.
Suggested Sections

1. Parties: Identifies the seller(s) and buyer(s) of the stock, including their legal names and addresses

2. Background/Recitals: Explains the context of the transaction and basic information about the company whose shares are being sold

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details the number of shares being sold, price per share, and total purchase price

5. Closing: Specifies the date, time, and location of the closing and what must occur at closing

6. Representations and Warranties: Statements by both parties about their capacity to enter into the agreement and ownership/condition of the shares

7. Governing Law: Specifies which state's laws govern the agreement

Optional Sections

1. Right of First Refusal: Gives existing shareholders the right to purchase shares before they can be sold to third parties

2. Tag-Along Rights: Allows minority shareholders to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Requires minority shareholders to join in the sale of shares by majority shareholders

4. Voting Agreement: Specifies how shareholders will vote their shares

Suggested Schedules

1. Schedule A - Share Certificate Details: Lists the certificate numbers and other details of shares being transferred

2. Schedule B - Company Information: Contains key information about the company whose shares are being sold

3. Schedule C - Disclosure Schedule: Lists any exceptions to the representations and warranties

4. Exhibit A - Form of Stock Power: Standard form for transferring stock ownership

5. Exhibit B - Board Resolutions: Company resolutions approving the stock transfer, if required

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

Industries

Federal Securities Laws: Primary federal legislation including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D for private placement exemptions, and Rule 144 for transfer restrictions

Blue Sky Laws: State-specific securities regulations including registration requirements, exemptions, and state-level disclosure requirements

Corporate Law: Includes Delaware General Corporation Law (if applicable), state-specific corporation laws where company is incorporated, and compliance with Articles of Incorporation and Bylaws

Tax Laws: Internal Revenue Code, state tax regulations, capital gains considerations, and tax implications of stock transfers

Uniform Commercial Code: Particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions) governing securities and secured transactions

Contract Laws: Federal and state contract laws covering basic contract formation, Statute of Frauds, and consideration requirements

SEC Regulations: Securities and Exchange Commission regulations including disclosure requirements, registration requirements or exemptions, and insider trading regulations

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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