Share Sales - Supporting Templates

Selling a company’s shares is rarely just “sign the share purchase agreement and you’re done”. A share sale typically involves pre-contract paperwork, due diligence, approvals, completion deliverables and follow-up documents to ensure ownership and control are properly evidenced.

This collection is designed to be used alongside the Share Sales - Share Purchase Agreements. It provides supporting templates for the wider 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.

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 main 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 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 where a seller cannot sign at completion.

How Are These Templates Organised?

Pre-contract and deal set-up: heads of terms, non-binding letter of intent, confidentiality and exclusivity templates, and adviser engagement terms.
Due diligence: legal due diligence enquiries used to gather information and identify issues before signing (some are suitable for share sales or business/asset sales).
Approvals and completion: buyer and seller board minutes, a share sale completion checklist, stock transfer form, completion money undertakings, and powers of attorney.
Disclosure and price mechanics support: a disclosure letter and schedules supporting retention, escrow and purchase price structures where relevant.
Ownership evidence and clean-up items: lost share certificate indemnity, auditor resignation letter, PSC notification letters, and beneficial ownership and nominee documentation (including declarations of trust and beneficial ownership statements).

🔀 Document Toolkit: Typical Sequence (may vary)

Step 1	Set the ground rules. Use confidentiality and, where agreed, exclusivity terms. Capture key 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, the stock transfer form and, if needed, powers of attorney and completion money undertakings.
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 PSC notification letters and ownership declarations where relevant, and deal with clean-up items such as auditor resignation or a lost share certificate. After completion, you will usually need to update the company’s statutory registers (including the register of members), so see Register of Members (and other Internal Company Registers).

❗Important Points to Watch

Use these templates with the main share purchase agreement. Used together, they help keep the deal record consistent from negotiation through to completion.
Be disciplined about completion. A completion checklist and properly executed completion documents reduce the risk of messy ownership disputes later.
Use nominee and beneficial ownership templates carefully. They can help evidence who owns or controls shares, but they should reflect the actual arrangement.

Share Sales - Supporting Templates is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

Are heads of terms binding, and are they worth doing? +

Mostly non-binding and definitely worth doing. Heads of terms record the deal shape, price, structure, timetable, conditions, before expensive drafting starts, exposing misunderstandings while they are cheap to fix. Specific clauses are usually made binding on purpose: confidentiality, exclusivity and costs. Mark the rest subject to contract and behave accordingly. The heads of terms template here follows that binding and non-binding split.

What will the buyer's due diligence actually ask us for? +

Everything that tests the warranties they will later demand: statutory books and filings, accounts and tax, material contracts, employees and pensions, property, IP, disputes, data protection and insurance. Expect a structured questionnaire; the due diligence enquiries template here shows the standard scope. Prepare by assembling a data room folder tree before answers are due, and answer accurately, DD responses feed the disclosure exercise where wrong answers become liability.

What has to happen at completion of a share sale? +

A choreographed exchange: sellers deliver signed stock transfer forms, share certificates, resignations and any agreed documents; the buyer pays, often through solicitors' undertakings covering completion monies; board minutes approve the transfers and appointments; and the register of members is written up. Run it from the completion checklist so nothing is left half-done, an unregistered transfer or missing resignation surfaces months later as a dispute. All these documents are in this sub-folder.

Why would anyone give a power of attorney as part of a share sale? +

To bridge the gap between completion and registration. Until the buyer is entered in the register of members the seller remains the legal holder, so the seller grants the buyer a power of attorney to vote and act on the shares in the meantime, plus an obligation to account for any dividends received. It is standard protective machinery, not a red flag. The power of attorney template here is drafted for exactly this interim period.

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Share Sale - Pre-Contract & Due Diligence

Share Sale - Completion & Post-Completion

All Share & Asset Sales