Stock Sale Contract Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Stock Sale Contract

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Stock Sale Contract

"I need a Stock Sale Contract for selling 10,000 shares of my technology startup to a venture capital firm, with an earn-out provision based on reaching specific revenue milestones by June 2025 and including non-compete clauses for key employees."

Document background
The Stock Sale Contract serves as the primary document for transferring ownership of shares in a U.S. corporation from one party to another. This contract is essential when selling privately held stock or executing a significant stock transaction that requires detailed documentation. It addresses key aspects such as purchase price, payment terms, representations and warranties, and closing conditions while ensuring compliance with federal securities laws and state-specific regulations. The document is particularly important for maintaining clear records of ownership transfer and protecting both parties' interests through detailed terms and conditions.
Suggested Sections

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

2. Background: Context of the transaction, current ownership status of shares, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including Share Capital, Purchase Price, Encumbrances, etc.

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and price per share

5. Purchase Price and Payment: Payment terms, method of payment, timing, and any adjustments

6. Closing: Timing and mechanics of closing, including conditions precedent and closing deliverables

7. Representations and Warranties: Seller's and buyer's statements of fact and assurances regarding authority, ownership, and compliance

8. Covenants: Ongoing obligations of the parties before and after closing

9. Indemnification: Terms for compensating parties for losses arising from breaches

10. Governing Law: Specification of applicable jurisdiction and choice of law

Optional Sections

1. Earn-out Provisions: Additional payment terms based on future performance metrics

2. Non-compete and Non-solicitation: Restrictions on seller's future competitive activities and employee solicitation

3. Tag-along Rights: Rights of minority shareholders to join in the sale on same terms

4. Escrow Provisions: Terms for holding funds in escrow for indemnification or adjustments

5. Hart-Scott-Rodino Compliance: Provisions related to antitrust review and compliance

Suggested Schedules

1. Schedule A - Share Certificate Details: Detailed list of share certificates being transferred including certificate numbers

2. Schedule B - Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Schedule C - Corporate Authorization Documents: Corporate resolutions and other authorization documents

4. Schedule D - Form of Share Transfer: Template for share transfer documentation and instruments

5. Schedule E - Purchase Price Calculation: Detailed calculation of purchase price including any adjustments

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
Industries

Securities Act of 1933: Federal law governing registration requirements, disclosure obligations, and exemption provisions for securities sales

Securities Exchange Act of 1934: Federal law covering trading regulations, reporting requirements, and anti-fraud provisions for securities transactions

Internal Revenue Code: Federal tax legislation addressing tax implications, capital gains considerations, and reporting requirements for stock sales

Uniform Commercial Code (UCC) Article 8: Governs investment securities, including transfer provisions and rights/obligations of parties in securities transactions

State Blue Sky Laws: State-specific securities laws covering registration requirements, disclosure rules, and exemptions for stock sales

State Corporate Laws: State-level legislation governing transfer restrictions, shareholder rights, and corporate governance requirements

Stock Exchange Rules: Trading requirements, disclosure obligations, and listing requirements set by relevant stock exchanges

Corporate Governance Documents: Company-specific documents including bylaws, shareholder agreements, and right of first refusal provisions

Hart-Scott-Rodino Act: Federal antitrust legislation requiring review, filing obligations, and waiting periods for certain stock transactions

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

Sell A Contract

A U.S.-governed agreement for the sale and assignment of contractual rights from one party to another.

find out more

Purchase And Sale Agreement For A House

A legally binding U.S. contract that outlines terms and conditions for residential property transfer between seller and buyer.

find out more

Sale Leaseback Contract

A U.S.-governed agreement where property is sold and immediately leased back to the seller, enabling capital release while maintaining operational use.

find out more

Typical Consignment Agreement

A U.S.-governed agreement establishing terms for one party to sell goods on behalf of another while maintaining possession but not ownership.

find out more

Selling Agent Contract

A U.S.-compliant legal agreement establishing the terms between a property owner and real estate agent for property sale services.

find out more

Real Estate Sale Forms

A standardized U.S. legal document facilitating real estate property transfers between sellers and buyers, compliant with federal and state regulations.

find out more

House For Sale In Contract

A U.S. legal contract establishing terms and conditions for residential property sale, compliant with federal and state real estate laws.

find out more

Exclusive Agency Listing Contract

A U.S. real estate contract granting exclusive listing rights to a broker while allowing owner direct sales without commission.

find out more

Conditional Installment Sales Contract

A U.S. contract allowing possession of property with periodic payments while seller retains title until full payment, governed by federal and state laws.

find out more

Homes For Sale Contract For Deed

A U.S.-governed legal agreement for seller-financed property purchase where the seller retains title until full payment is received from the buyer.

find out more

Sales Contract For Unimproved Land

A U.S.-governed contract for the sale and purchase of undeveloped land, detailing terms, conditions, and transfer requirements.

find out more

Business Sale Broker Agreement

A U.S.-compliant agreement establishing terms for a business broker to facilitate the sale of a business, including commission structure and responsibilities.

find out more

Sale Of Equipment Agreement

A U.S.-governed contract that establishes terms and conditions for the sale and purchase of equipment, governed by the UCC and state laws.

find out more

Private Sale Of Property Agreement

A U.S. legal agreement for the direct sale of property between private parties without broker involvement.

find out more

Simple Buyer Seller Agreement

A U.S.-governed commercial contract establishing terms and conditions between a buyer and seller for the sale of goods or services.

find out more

Sell Lease Agreement

A U.S.-governed agreement where property is sold and immediately leased back to the seller, combining sale and lease terms in compliance with federal and state regulations.

find out more

Final Sale Contract

A U.S.-governed contract documenting the permanent transfer of ownership from seller to buyer, including sale terms and conditions.

find out more

Owner Financed Home Sale Contract

A U.S. legal agreement where the property seller provides direct financing to the buyer, combining property sale and loan terms in compliance with federal and state regulations.

find out more

Exclusive Sale And Listing Agreement

A U.S. real estate contract granting exclusive property listing and selling rights to a specific broker/agent.

find out more

Condominium Purchase And Sale Agreement

A U.S. legal agreement governing the sale and purchase of condominium units, outlining transaction terms and conditions.

find out more

Sale Agreement Form

A US-governed legal document that formalizes the terms and conditions of a sale transaction between a buyer and seller, compliant with UCC requirements.

find out more

Sales Confidentiality Agreement

A U.S.-governed legal agreement protecting confidential sales information shared between parties during business transactions.

find out more

Business Sale Non Compete Agreement

A U.S. legal agreement preventing business sellers from competing with their sold business within specified time and geographic limits.

find out more

Sale Agreement Between Buyer And Seller

A U.S.-governed legal agreement documenting terms and conditions between a buyer and seller for the sale of goods.

find out more

Intent Of Sale Agreement

A U.S.-compliant preliminary agreement outlining proposed terms for a potential purchase of assets, property, or business.

find out more

Sales Person Contract

A U.S.-governed employment agreement defining terms, compensation, and obligations for sales personnel.

find out more

Sale Agreement Forms

A U.S.-governed legal document that formalizes the terms and conditions of a sale transaction between parties, ensuring compliance with federal and state commercial laws.

find out more

Purchase Agreement For Land Sale

A legally binding U.S. contract documenting the sale and purchase of land, including terms, conditions, and legal requirements.

find out more

Agreement To Sell Shares Of A Company

A U.S.-governed agreement documenting the sale and transfer of company shares between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Vessel Sales Agreement

A U.S.-governed legal agreement documenting the sale and purchase of a vessel, compliant with federal maritime law.

find out more

Vendor Sales Agreement

A U.S.-governed agreement establishing terms for the sale of goods or services between vendor and purchaser.

find out more

Real Estate Sellers Contract

A U.S.-compliant legal agreement defining terms and conditions for real estate property sales.

find out more

Standard Sale And Purchase Agreement

A U.S.-governed agreement establishing terms for the sale and purchase of goods or property between parties, subject to UCC provisions.

find out more

Stock Sale Contract

A U.S.-governed legal agreement documenting the terms and conditions of a stock transfer between parties, compliant with federal and state securities laws.

find out more

Sales Contract For Car

A U.S.-governed agreement documenting the sale and transfer of ownership of a vehicle between seller and buyer.

find out more

Exclusive Selling Agreement

A U.S.-governed agreement granting exclusive rights to sell products in a defined territory, establishing terms between manufacturer and distributor.

find out more

Business Sale Offer And Acceptance Agreement

A U.S.-compliant agreement documenting the formal offer and acceptance for the sale of a business, including key terms and conditions.

find out more

Contract To Sell Property

A legally binding agreement under US law that documents the terms and conditions for the sale and transfer of real property ownership between a seller and buyer.

find out more

Motorcycle Selling Agreement

A U.S.-compliant legal agreement for the sale and purchase of a motorcycle, outlining terms, conditions, and ownership transfer.

find out more

Simple Consignment Agreement

A U.S.-governed agreement establishing terms for selling goods on consignment, including commission and payment structures.

find out more

Direct Sales Agreement

A U.S.-compliant contract establishing terms for direct product sales to consumers, including rights, obligations, and regulatory requirements.

find out more

Sales Service Agreement

A U.S.-governed contract establishing terms for the provision of sales-related services between parties.

find out more

Sell And Buy Agreement

A U.S.-governed contract documenting the sale and purchase of goods or assets between parties, subject to federal and state laws.

find out more

Retail Sales Contract

A U.S.-governed contract documenting the terms and conditions of retail sales transactions between sellers and consumers.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.