Jurisdiction(s):
United Kingdom
United Kingdom
Key definition
Share purchase definition What does Share purchase mean? A share purchase is the acquisition of shares in a target company—typically all, or a controlling stake—so the buyer becomes the shareholder exercising control while the company continues to own its business. Because the company remains the legal owner of its assets and bearer of its obligations, the buyer effectively inherits the company with all assets, contracts and liabilities (including unknown or contingent liabilities), managed through due diligence, warranties, indemnities and price adjustments. Used across private M&A, it is usually documented by a share purchase agreement (SPA) and completed by share transfers and corporate approvals, with any required...
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Precedent: Seller board minutes approving share purchase agreement at exchange for sale of subsidiary’s entire issued share capital (Companies Act 2006, UK)
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Precedents
Board minutes—private M&A—Share purchase—exchange—seller
Minutes of a board meeting (the Meeting) of [insert company name] [Limited OR plc] held at [insert place] on [insert date] at [insert time] [am OR pm]. [Insert name] chaired, confirmed due notice under the articles (the Articles), a Quorum, and opened the Meeting.
The Meeting considered the proposed sale of the entire issued share capital (the Shares) of [insert target name] Limited (the Target) to [insert buyer name] [Limited OR plc] (the Buyer) (the Proposed Sale), subject to specified conditions [including shareholder approval]. Interests were declared under sections 177, 182, 184 and 185 CA 2006; quorum/voting under the Articles was noted.
- Agreement and Disclosure Letter;
- Stock transfer(s) and Voting PoA;
- [Circular and related shareholder and AIM documents, consents, undertakings, Announcement, and other Sale Documents].
Key points: conditions precedent; consideration £[insert amount] [form/timing]; warranties [and indemnities] with limits (cap £[insert amount]) and threshold; disclosures in the Disclosure Letter; and post‑completion non‑compete/non‑solicit.
- Approve the Proposed Sale and each Sale Document;
- Authorise execution [including deeds], amendments and all actions to implement, and to [send the Circular/Proxy Form] and [release the Announcement as applicable].
No further business; the Chair closed the Meeting...
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Web page updated on 22/05/2026
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