Share Purchase Agreement
This Share Purchase Agreement template outlines the terms for the sale and purchase of the entire issued share capital of a private company. It details the obligations of both the sellers and the buyer, including consideration, conditions for completion, pre-completion undertakings, and warranties related to the shares and the company's assets, particularly its software. The agreement also includes restrictive covenants and provisions for liability and indemnity.
Share Purchase Agreement
THIS AGREEMENT is made on [agreement date]
PARTIES
The several persons whose names and addresses are set out in Schedule 1 (together the Sellers) and
[buyer name] whose principal address is [buyer address] (the Buyer),
(each of the Sellers and the Buyer being a Party and together the Sellers and the Buyer are the Parties).
BACKGROUND
The Company (as defined below) is a private company limited by shares and is incorporated in [england and wales]. Details of the Company are set out in Schedule 2.
The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company.
The Sellers have agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement.
THE PARTIES AGREE:
Definitions and interpretation
In this Agreement unless the context otherwise requires:
Advisory Agreement: has the meaning assigned in clause 10.3.;
Business Day: means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London and Business Days means more than one of them;
Claim: means a claim by the Buyer for a breach of the provisions of this Agreement;
Company: means [acquired company] (company registration number [company registration number]) further details of which are set out in Schedule 2;
Completion: means completion of the matters described in this Agreement (including the sale and purchase of the Sale Shares) by the performance by the Parties of their respective obligations in accordance with clause 6;
Completion Date: means the date that is [completion date e.g. 30 days] after the Effective Date;
Confidential Information: means:
(a) in relation to either Party information that a Party has acquired that is confidential in nature concerning the other Party (including, without limitation, its business, affairs, customers, clients, suppliers, plans or strategy) and any information developed by either Party in performing its obligations under, or otherwise pursuant to this Agreement; and
(b) in relation to Sellers any scientific or technical information, design, process, procedure, formula, or improvement included in the Software that is valuable, not generally known in the industry, and gives the owner of the Software a competitive advantage over those competitors who do not know or use such information
Consideration: means the cash sum of [acquisition price - e.g .$100,000 (one hundred thousand united states dollars)];
Distribution Amount: means the sum of money held in the Company’s accounts on the Effective Date less the Settlement Amount;
Effective Date: means the date of execution of this Agreement set forth first above;
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.