Stock purchase agreement template
A short-form agreement for one stockholder selling existing shares of a privately held US corporation to one buyer, for a fixed price paid at closing. Free to download, with no sign-up and no email address.
Contract templates › Stock purchase agreement template
What is a stock purchase agreement?
A stock purchase agreement is a contract in which a stockholder sells shares of a corporation to a buyer for an agreed price. Because the buyer acquires the stock, the corporation itself stays the same: its contracts, employees, assets and liabilities all remain with it. The agreement sets the price, what each side delivers at closing, what each side represents to the other, and how far the seller is liable if its representations prove wrong. Outside the United States the same document is usually called a share purchase agreement.
When to use this template, and when not
Use it when
- One stockholder is selling existing shares of a privately held US corporation to one buyer.
- The price is a fixed amount paid at the closing.
- Both sides want a short agreement with standard protections.
Use something else when
- The company is an LLC. LLC owners sell membership interests, not stock.
- The company itself is issuing new shares to an investor.
- Part of the price is deferred, contingent on results or held in escrow. Those terms need custom drafting.
- The buyer wants selected assets and not the company. That is an asset purchase.
- The company is not a US corporation. See the share purchase agreement template.
What is in this stock purchase agreement
| Section | What it does |
|---|---|
| 1. Purchase and Sale of the Shares | The seller transfers the shares free of liens, other than securities-law transfer restrictions and any company restrictions listed in Schedule A. |
| 2. Purchase Price | The total price, paid at closing by wire transfer or another method stated in Schedule A, with interest on late payment. |
| 3. Closing | Date and mechanics. The seller delivers the stock certificates or stock powers, required consents and waivers, an IRS Form W-9 and any resignations; the buyer pays the price. |
| 4. Conditions to Closing | Any conditions the parties add, an outside date after which either may terminate, and a promise by the seller not to transfer or encumber the shares before closing. |
| 5. Representations and Warranties of the Seller | Authority, title to the shares, no conflicts, the company’s good standing and capitalization, the information provided, litigation, brokers, and balances between the seller and the company. |
| 6. Representations and Warranties of the Buyer | Authority, funds, investment intent, understanding that the shares are restricted securities, and whether the buyer is an accredited investor. |
| 7. Survival; Indemnification; Limitations | How long the representations last, each side’s duty to indemnify, a minimum claim size, a cap on the seller’s total liability at the purchase price, and the claims procedure. Fraud is not limited. |
| 8. Confidentiality; Public Announcements | Keeps the deal and non-public information confidential and restricts announcements. |
| 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 the period or territory is left blank. |
| 10. Expenses; Transfer Taxes | Each party pays its own costs; the parties state who pays any transfer tax. |
| 11. Further Assurances | Each side signs further documents reasonably needed after closing. |
| 12. Governing Law; Jurisdiction | Blank for the governing state and the location of the courts. |
| 13. General Provisions | Entire agreement, amendments, severability, assignment, notices, counterparts and electronic signatures, and specific performance. |
| Schedule A | The company, the shares, capitalization, the price, payment details, required consents, continuing transfer restrictions, information provided, balances and resignations. |
| Completion notes | Eight notes on using the template. Delete this page before signing. |
How to fill it in
- Check the company’s certificate of incorporation, bylaws and any stockholders’ agreement for transfer restrictions, rights of first refusal and required approvals. List them in Schedule A.
- Enter the effective date and each party’s details. In the bracketed wording, keep the version that fits an individual or an entity and delete the other.
- Complete Schedule A: the company, its state of incorporation, the class and number of shares, the company’s total outstanding stock, the price and payment details.
- Enter the late-payment interest rate, the closing date, any conditions and the outside date.
- In section 6(f), check whether the buyer is an accredited investor.
- In section 7, enter the two survival periods and the minimum claim amount (enter $0 if there is none).
- In section 9, enter the non-compete period and territory, or leave both blank so the section does not apply.
- State who pays any transfer tax, enter the governing state and courts, and delete the completion notes page.
How to e-sign your stock 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(g) of the template states that electronic signatures have the same legal effect as handwritten ones. One step stays on paper: if the shares are represented by certificates, section 3(a) requires the original certificate and stock power to be physically delivered to the buyer at or promptly after the closing. The free plan adds signature fields only, so type names, titles and dates into the document before you save it.
Stock purchase agreement FAQs
Is a stock purchase agreement the same as a share purchase agreement?
They describe the same transaction. “Stock purchase agreement” is the usual name in the United States, and US documents say “closing” and “representations and warranties” where others say “completion” and “warranties”. This template is written in US terms for a US corporation.
What is the difference between a stock purchase and an asset purchase?
In a stock purchase the buyer acquires the corporation’s shares, and the corporation keeps all of its assets and liabilities. In an asset purchase the buyer acquires chosen assets from the corporation, and its stockholders keep the corporation.
Do securities laws apply to a private sale of stock?
Yes. A sale of stock is a securities transaction even between two private parties, so it must be registered or fit an exemption under federal and state law. That is why section 6 has the buyer confirm its investment intent and that it understands the shares are unregistered, restricted securities. Which exemption applies depends on the facts; ask an attorney.
Why does the seller deliver a Form W-9?
To certify that the seller is not a foreign person for US tax purposes. Under section 3(b)(iii), if the seller does not deliver it, the buyer may withhold from the price any amount it is required to withhold under Section 1445 of the Internal Revenue Code. That withholding can apply when a foreign seller sells stock of a corporation that holds mainly US real estate; the W-9 settles the question.
How is the seller’s liability limited?
Section 7 sets how long the representations survive, excludes claims below an amount you enter (except claims about authority, title and capitalization), and caps the seller’s total liability at the purchase price. None of these limits applies to fraud.
Is the non-compete enforceable?
It depends on state law. The template’s notes say to use section 9 only where the seller is selling all, or a controlling part, of its interest in the company, and to keep the period and territory no broader than needed to protect the business sold. If you leave the period or territory blank, the section does not apply.
Related templates and guides
- Share purchase agreement template, for companies outside the US
- NDA template
- Form W-9
- LLC operating agreement template
Last updated Oct 7, 2026. This template is provided by QuickSigner for general information only and is not legal advice. Stock sales raise corporate, tax and federal and state securities-law issues that vary by state. Have this document reviewed by a qualified attorney before use.
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