Jurisdiction(s):
United Kingdom

Related legal acts

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...

Buyer-friendly long-form share purchase agreement (individual sellers, unconditional) with comprehensive warranties, restrictive covenants and detailed tax covenant, governed by the laws of England and Wales

Published by a LexisNexis Corporate expert

Precedents

This Agreement is dated [ insert day and month ] 20[ insert year ]

Parties

The various individuals whose names and addresses appear in Schedule 1 (together, the Sellers); and
[ Insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Buyer),

[ (each Seller and the Buyer being a Party, and together the Sellers and the Buyer being the Parties). ]

Background

The Company (as defined below) is a private company limited by shares and is incorporated in [ England and Wales OR [ insert country of incorporation ] ]. 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), which in aggregate comprise 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...

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Web page updated on 28/05/2026

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