Share Sales - Share Purchase Agreements

Use these templates where the shares in a company are being sold (a share sale), rather than the company’s business and assets being sold (a business/asset sale). A share purchase agreement records the transfer of ownership of the company itself, including the price, completion mechanics and the key contractual protections between buyer and seller.

If you are buying or selling a company’s business or assets (rather than its shares), see Business/Asset Sales.

This collection includes versions designed for common deal scenarios, including sales by a company or by individual shareholders, with or without subsidiaries, with or without real property, and with optional structuring and risk-allocation features.

These share sale and purchase agreement templates are drafted for UK use and reflect the Companies Act 2006.

When Should You Use These Share Purchase Agreements?

✅ You are selling or buying shares in a company (rather than buying the company’s business or assets).
✅ The seller is a company or individual shareholder(s) and you need the correct form for the seller type.
✅ The target company has subsidiaries and the agreement needs to reflect the group position.
✅ The target company owns real property and the agreement needs to address that position.
✅ You want a structured timetable, including split exchange and completion.
✅ You are selling only a percentage of the existing shares, or a single shareholder is selling their shares.

How Are These Share Purchase Agreements Organised?

- Seller type: versions for sales by a company and for sales by individual(s).
- Group and property: versions depending on whether the target has subsidiaries and whether it owns real property.
- Deal structure: a separate version supports split exchange and completion.
- Scope of sale: versions for a sale of a percentage of existing shares and for a sale by one shareholder only.
- Additional warranty set: a pandemic/epidemic/public health emergency warranty suite is provided for use alongside a share sale agreement where appropriate.

Using the Comparison Matrix

A comparison matrix is included to help you select the most suitable share sale and purchase agreement for your circumstances.

Important Point on Tax Provisions

❗These share sale and purchase agreement templates do not contain tax covenants or tax warranties. You should take independent legal and tax advice on the appropriate tax provisions and the overall transaction structure.

Related Templates

For the wider share sale process, including pre-contract documents, due diligence, approvals, completion deliverables and post-completion clean-up, see Share Sales - Supporting Templates.

After completion, you will usually need to update the company’s statutory registers (including the register of members), so see Register of Members.

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