Share purchase agreement template
An agreement for selling or buying shares in a private company, covering price, completion, seller warranties, limits on claims and restrictive covenants. Free to download, with no sign-up and no email address.
Contract templates › Share purchase agreement template
In the United States the same document is usually called a stock purchase agreement. For a US corporation, use the stock purchase agreement template, which is written in US terms.
What is a share purchase agreement?
A share purchase agreement is a contract in which a seller transfers shares in a company to a buyer for an agreed price. Because the buyer acquires the shares, the company itself stays the same: its contracts, employees, assets and liabilities all remain with it. The agreement sets the price, the steps to complete the transfer, what the seller confirms about the company, and how far the seller is liable if those statements prove wrong.
When to use this template, and when not
Use it when
- A shareholder is selling shares in a private company to a single buyer.
- The price is a fixed amount paid at completion.
- Both sides want a short agreement with standard protections.
Use something else when
- The buyer wants selected assets and not the company. That is an asset purchase.
- The price depends on future results, or part of it is deferred or held back. Those terms need custom drafting.
- The company is publicly traded, or the deal is large enough to need full due diligence and disclosure schedules.
What is in this share purchase agreement
| Section | What it does |
|---|---|
| 1. Sale and Purchase of the Sale Shares | The seller transfers the shares with full title, free from encumbrances. |
| 2. Purchase Price | The total price and how it is paid, with interest on late payment. |
| 3. Completion | When and how the transfer happens: what each side delivers and how the buyer is entered in the company’s register. |
| 4. Conditions | Any conditions that must be met or waived before completion. |
| 5. Seller’s Warranties | The seller’s statements about its title to the shares, the company’s status and the information given. |
| 6. Buyer’s Warranties | The buyer’s statements about its authority and funds, and, for US deals, securities-law matters under the Securities Act of 1933. |
| 7. Limitations on Claims | Time limits and notice rules for claims, a minimum claim size, and a cap on the seller’s total liability at the purchase price. Fraud is not limited. |
| 8. Confidentiality and Announcements | Keeps the deal confidential and restricts public statements. |
| 9. Restrictive Covenants | For a stated period and territory, the seller will not compete, solicit customers, suppliers or employees, or use the company’s trade names. The section does not apply if no period or territory is stated. |
| 10. Costs and Transfer Taxes | Who bears costs and any transfer tax. |
| 11. Further Assurance | Each side signs further documents reasonably needed. |
| 12. Governing Law and Jurisdiction | Blank for the governing law and the courts that hear disputes. |
| 13. General Provisions | Entire agreement, amendments, severability, assignment, notices and electronic signatures. |
| Schedule A | The company, the class and number of shares, the price per share, the total price and payment details. |
How to fill it in
- Enter the effective date and the seller’s and buyer’s names and addresses.
- Complete Schedule A: company name, jurisdiction and registration number, class and number of shares, price per share, total price and payment details.
- Enter the late-payment interest rate in section 2, the completion date, and any conditions and their deadline in section 4.
- In section 7, enter the two claim periods (one for general warranty claims, one for title claims) and the minimum amount per claim.
- In section 9, enter the length and territory of the non-compete. Keep both reasonable; courts in many jurisdictions refuse to enforce covenants that go too far.
- State who pays any transfer tax, then enter the governing law and courts.
How to e-sign your share purchase agreement
- Save the completed agreement as a PDF.
- Upload it to QuickSigner and add the seller’s and buyer’s emails.
- Place the signature fields and send. Each party signs from a secure link, without an account.
Section 13 of the template confirms that electronic signatures have the same legal effect as handwritten ones. The free plan covers 5 documents a month. The free plan adds signature fields only, so type names, titles and dates into the document before you save it.
Share purchase agreement FAQs
Is a share purchase agreement the same as a stock purchase agreement?
They describe the same transaction. “Stock purchase agreement” is the usual name in the United States. This template uses the terms “shares”, “Completion” and “warranties”; US documents more often say “stock”, “closing” and “representations and warranties”.
What is the difference between a share purchase and an asset purchase?
In a share purchase the buyer acquires shares in the company, and the company keeps all of its assets and liabilities. In an asset purchase the buyer acquires chosen assets from the company, and the company’s owners keep the company.
How is the seller’s liability limited?
Section 7 sets a deadline for claims, excludes claims below an amount you enter, and caps the seller’s total liability at the purchase price. None of these limits applies to fraud.
What happens at completion?
Completion is the moment the deal takes effect. Under section 3 the seller delivers the transfer documents, the buyer pays the price, and the parties arrange for the buyer to be entered in the company’s register. The steps are interdependent: no delivery or payment counts as made until all of them have been performed.
Related templates and guides
Last updated Jul 14, 2026. This template is provided by QuickSigner for general information only and is not legal advice. Share sales can raise company-law, tax and securities-law issues that vary by jurisdiction. Have this document reviewed by a qualified attorney before use.
Send and esign contract templates with QuickSigner esignature software
Legally binding esignatures. Start free. No credit card required to sign up.
