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Share Purchase Agreements

To Obtain Share Purchase Agreements, Provide the Following Details:

1. Company Information

  • Certificate of Incorporation
  • Memorandum of Association (MoA)
  • Articles of Association (AoA)
  • Company PAN & CIN
  • Shareholding pattern / Cap Table (before and after transfer)
  • Latest audited financial statements (optional but helpful for valuation)

2. Seller (Transferor) Details

  • Full name and address
  • PAN / Passport / ID proof
  • Number and class of shares held
  • Demat account details (if applicable)
  • Share certificate (physical or electronic)

3. Buyer (Transferee) Details

  • Full name and address
  • PAN / Passport / ID proof
  • Contact details
  • KYC documents
  • Demat account details (if applicable)

4. Share Transaction Details

  • Number and class of shares being sold
  • Consideration amount (price per share & total)
  • Payment method and timeline
  • Date of transfer
  • Earn-out or deferred payment clauses (if any)

5. Regulatory & Compliance Documents

  • Board resolution approving the share transfer
  • Share Transfer Form (Form SH-4 in India, if not in demat)
  • Share certificate endorsement or dematerialization details
  • Any existing Shareholder Agreement (for rights/ROFR compliance)
  • ROC filings, if applicable (e.g., Form MGT-7A, SH-7)

6. Representations & Warranties

  • Declaration by the seller that shares are free from encumbrances
  • Buyer’s confirmation of eligibility
  • Company’s confirmation of approval (optional)

7. Other Relevant Details (if applicable)

  • Existing agreements between shareholders
  • Any third-party approvals or consents required
  • Indemnity clauses for undisclosed liabilities
  • Dispute resolution and governing law

For inquiries or submission, contact us at: Email: [email protected] & Phone/WhatsApp: +91 70452 82751

1. What is a Share Purchase Agreement (SPA)?

A Share Purchase Agreement is a legal contract between a buyer and a seller for the transfer of existing shares in a company. It outlines the terms, conditions, rights, and responsibilities of both parties involved in the sale.

2. How is a Share Purchase Agreement different from a Share Subscription Agreement?

  • SPA: Existing shareholder sells shares to another person.
  • Subscription Agreement: A new investor buys newly issued shares directly from the company.

3. Is an SPA legally binding?

Yes, once signed by both parties, an SPA becomes legally enforceable, provided it meets the requirements of applicable laws and has valid consideration (payment).

4. Is it mandatory to register a Share Purchase Agreement?

Generally, no registration is required. However:

  • Stamp duty must be paid (varies by state in India).
  • If shares are in physical form, filing Form SH-4 is mandatory.
  • In case of large or strategic deals, board or shareholder approval may be required.

5. What information is included in an SPA?

Key details include:

  • Parties involved (buyer & seller)
  • Number and type of shares
  • Price and payment terms
  • Representations and warranties
  • Conditions precedent
  • Indemnities and dispute resolution

6. Can an SPA be used in private and public companies?

Yes. However, in public companies, share transfers are often done through stock exchanges. SPAs are mostly used in private limited companies, closely held firms, or startups.

7. What approvals are required before executing an SPA?

  • Board of directors’ approval (especially in private companies)
  • Existing shareholders’ consent (if rights like ROFR or tag-along exist)
  • Compliance with any Shareholders’ Agreement

8. What is a “condition precedent” in an SPA?

It refers to specific conditions that must be fulfilled before the transaction is completed — such as due diligence, regulatory approvals, or tax clearances.

9. What happens if the SPA terms are violated?

If either party breaches the agreement:

  • The non-breaching party can sue for damages
  • The sale can be declared void or rescinded
  • Arbitration or legal proceedings may be initiated as per the agreement

10. Should the SPA be drafted by a lawyer?

Yes. To avoid future disputes and ensure legal compliance, it is highly recommended that an SPA is drafted or reviewed by a corporate lawyer or legal expert.