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.

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