Other Share Sale Documents

Selling a company’s shares is rarely just “sign the SPA and you’re done”. A share sale usually involves a chain of pre-contract documents, due diligence, approvals, completion mechanics, and follow-up paperwork to make sure ownership and control are properly evidenced.

This collection, used alongside the Share Sale and Purchase Agreements, provides a wider set of supporting templates for the share sale process, from heads of terms and due diligence enquiries through to completion checklists, board minutes, disclosure, powers of attorney and completion money undertakings.

These templates are drafted by experienced solicitors and written in plain English for UK use.

When Should You Use These Templates?

✅ You are preparing for a share sale and need heads of terms or a letter of intent before the full agreement is negotiated
✅ You need confidentiality and exclusivity terms while the deal is being explored
✅ You are running legal due diligence and need a structured enquiry pack
✅ You need a completion checklist and the core completion documents (including the stock transfer form)
✅ You need board approvals and minutes for the buyer and/or seller
✅ You need a disclosure letter to support the warranties in the main agreement
✅ You need a power of attorney to help complete the sale where a seller cannot sign at completion

How Are These Templates Organised?

Pre-contract and deal setup: heads of terms, non-binding letter of intent, confidentiality and exclusivity templates, and adviser engagement terms.
Due diligence: legal due diligence enquiries for a share or asset sale.
Approvals and completion: board minutes for approvals, a share sale completion checklist, stock transfer form, completion money undertakings, and powers of attorney.
Disclosure and risk allocation support: company sale disclosure letter and schedules supporting retention, escrow and purchase price mechanics.
Ownership evidence and clean-up items: lost share certificate indemnity, resignation of auditors letter, PSC notification letters, and beneficial ownership and nominee structures (including declarations of trust and beneficial ownership statements).

🔀 Document Toolkit: Typical Sequence

Step 1	Set the ground rules Use confidentiality and (where agreed) exclusivity terms, and capture commercial principles in heads of terms or a letter of intent.
Step 2	Run due diligence Use the legal due diligence enquiries to gather information and identify issues before signing.
Step 3	Prepare approvals and completion deliverables Use buyer and seller board minutes, the completion checklist, stock transfer form, and (if needed) powers of attorney.
Step 4	Support warranties with disclosure and schedules Use the disclosure letter and any relevant retention, escrow or purchase price schedules to match the agreed deal structure.
Step 5	Complete and tidy the post-completion record Use completion money undertakings, PSC notification letters and ownership declarations where relevant, and deal with clean-up items such as auditor resignation or a lost share certificate.

Important Points to Watch

These templates are designed to work with the Share Sale and Purchase Agreements. Use them together so the overall deal record is consistent from negotiation through to completion.
Be disciplined about completion. A completion checklist and properly executed completion documents help avoid messy ownership disputes later.
Use nominee and beneficial ownership templates carefully. They can be important for evidencing who really owns or controls shares, but they should reflect the actual arrangement.

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All Share & Asset Sales