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Business & contracts 2 signers 2 pages 18 blanks to fill in

Share Purchase Agreement Template

Sell or buy existing shares in a private company with the price, completion and basic promises set out in one signed document.

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Share purchase agreement
The blanks in brackets are what you fill in. VergeHR adds each signer’s signature and date boxes.
Share purchase agreement — page 1 of 2
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Share purchase agreement — page 2 of 2
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Use This Template Fill in the blanks, name who signs, and send — from VergeHR eSignature.

What is a share purchase agreement?

When a shareholder sells shares they already own, to a co-owner, an investor or an outside buyer, a share purchase agreement records the deal. It is different from an asset purchase, where the buyer takes over the business's assets directly, and from a subscription, where the company issues new shares.

This template covers the shares sold, the price and whether it is paid at completion or in instalments, any approvals needed first (such as other shareholders waiving pre-emption rights), what each side hands over at completion, the seller's promises about ownership, a time limit and cap on claims, and transfer taxes. It suits small, straightforward share sales; a sale of a whole trading company usually needs fuller due diligence and warranties.

Best for
Transfers of a minority or co-owner stake in a private company
Signed by
The seller and the buyer
Payment
In full at completion, or by instalments
Length
About 3 pages, initialled on every page

When to Use a share purchase agreement

  • A co-founder selling their stake to the remaining founders
  • An early investor selling shares to a new investor
  • A family member transferring shares in a family company for value
  • An employee selling vested shares back to another shareholder
  • A partner buying out another shareholder's minority stake

What You Fill In

18 blanks, then the name and email of each person who signs: seller, buyer.

1 The parties

  • Date of this agreement*
  • Seller (person or company)*
  • Seller address
  • Buyer (person or company)*
  • Buyer address

2 The shares

  • Company whose shares are sold*
  • Company or registration number
  • Shares being sold*
  • Percentage of the company's issued shares

3 The price

  • Currency*
  • Total price*
  • How the price is paid* in full at completion, by bank transfer to the Seller's account · in the instalments set out in the payment schedule below
  • Payment schedule (instalments only)

4 Completion

  • Completion date*
  • Approvals needed before completion

5 Promises and limits

  • Time limit for claims under the seller's promises (months)*
  • Cap on the seller's liability* the total price · 50% of the total price · 25% of the total price
  • Governing law*

6 Who signs

  • Seller signature and date, job title, initials on every page · The current owner of the shares.
  • Buyer signature and date, job title, initials on every page

What the share purchase agreement Covers

  1. Sale of the shares
  2. Price
  3. Conditions
  4. Completion
  5. Seller's promises
  6. Buyer's promises
  7. Limits on claims
  8. General

Using the share purchase agreement, step by step

1 Name the parties and the company

Enter the seller, the buyer and the company whose shares are sold, with its registration number if useful.

2 Describe the shares and price

Give the number and class of shares, and certificate or share numbers if used. Enter the price and choose how it is paid; add a schedule for instalments.

3 List approvals and completion

Note any consents the company's rules or a shareholders' agreement require, and the completion date when shares and money change hands.

4 Set limits on claims and sign

Choose the claim period and liability cap, enter the governing law and send. Both signers initial every page; the signed agreement lands in Files.

Tips Before You Send It

  • Check the company's articles, bylaws and any shareholders' agreement for pre-emption or consent rights before agreeing a sale.
  • The transfer usually also needs a share transfer form and an update to the register of shareholders; the agreement commits the seller to provide them.
  • Stamp duty or transfer taxes apply to share sales in some countries. Ask an accountant who pays and how much.
  • For a sale of a whole business, consider a full due diligence process and more detailed warranties.

Sign It Online In Minutes

  1. Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
  2. Name who signs. Tick “This is me” for your own part. VergeHR builds the PDF with every signature, date and initials box on the right line, and you can check or move anything before sending.
  3. Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in Files and emailed to everyone.
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Share purchase agreement: frequently asked questions

What is the difference between a share purchase and an asset purchase?

In a share purchase the buyer acquires the company itself, with all its history, contracts and liabilities. In an asset purchase the buyer picks specific assets and the seller's company stays behind.

Does the company sign?

No. The sale is between the seller and the buyer. The company's role is to register the transfer, which the agreement requires the seller to arrange.

Can the price be paid in instalments?

Yes. Choose instalments and set out the schedule. If an instalment is more than 14 days late, the seller can call in the whole balance.

Is a share transfer signed electronically valid?

The agreement itself can generally be signed electronically. Some registries or companies still ask for a wet-ink stock transfer form, so check before completion.

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