Ƶ

Business Share Sale Agreement Template for United States

A Business Share Sale Agreement is a legally binding contract governed by U.S. federal and state laws, used to document the sale and transfer of shares in a business entity. This agreement outlines the terms and conditions of the share transfer, including purchase price, warranties, representations, and indemnities. It incorporates relevant securities laws, corporate regulations, and may require SEC compliance depending on the transaction size and nature.

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Get template free

Your data doesn't train Genie's AI

You keep IP ownership of your docs

4.6 / 5
4.6 / 5
4.8 / 5

What is a Business Share Sale Agreement?

The Business Share Sale Agreement is essential when transferring ownership of shares in a U.S. business entity. It's commonly used in mergers, acquisitions, and business restructuring scenarios, providing comprehensive documentation of the transaction terms, protecting both buyers and sellers. The agreement must comply with federal securities laws, state-specific corporate regulations, and potentially SEC requirements. It typically includes detailed warranties about the business, price adjustment mechanisms, and completion conditions.

What sections should be included in a Business Share Sale Agreement?

1. Parties: Identification and details of the seller(s) and buyer(s)

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Completion: Timing and mechanics of the transaction closing

6. Warranties: Seller's representations about the business and shares

7. Indemnification: Protection mechanisms for buyer and seller

What sections are optional to include in a Business Share Sale Agreement?

1. Pre-completion Covenants: Obligations between signing and closing - used when there's a gap between signing and completion

2. Non-compete Provisions: Restrictions on seller's future activities - used when protecting business goodwill is crucial

3. Employee Matters: Treatment of employees post-completion - used when employment arrangements need specific attention

What schedules should be included in a Business Share Sale Agreement?

1. Schedule 1 - Share Details: Details of shares being transferred including share certificates

2. Schedule 2 - Warranties: Detailed warranties about the business

3. Schedule 3 - Disclosed Matters: Disclosure against warranties

4. Schedule 4 - Company Information: Corporate details, subsidiaries, properties owned

5. Schedule 5 - Material Contracts: Key business agreements affecting value

6. Schedule 6 - Intellectual Property: List of IP rights owned or licensed

7. Schedule 7 - Completion Requirements: Detailed closing checklist and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use

Find the exact document you need

Stock Buy Sell Agreement

A U.S.-governed agreement establishing terms for the purchase and sale of company shares upon specified triggering events.

Download

Share Purchase Agreement Between Two Individuals

A U.S.-governed legal agreement for the sale of company shares between individual parties, outlining transfer terms and conditions.

Download

Non Disparagement Settlement Agreement

A U.S.-governed agreement preventing parties from making negative statements about each other as part of a settlement arrangement.

Download

Share Purchase Agreement Of Private Limited Company

A U.S.-governed legal agreement documenting the sale and transfer of shares in a private limited company from existing shareholders to new owners.

Download

Share Subscription Agreement And Share Purchase Agreement

A U.S.-governed agreement documenting the issuance or transfer of company shares, including terms, conditions, and regulatory compliance requirements.

Download

Share Purchase Agreement Between Shareholders

A U.S.-governed legal agreement between existing shareholders for the sale and transfer of company shares from one shareholder to another.

Download

Simple Share Purchase Agreement

A U.S.-governed agreement for the straightforward transfer of company shares between a seller and purchaser, including essential terms and basic warranties.

Download

Share Purchase Agreement And Shareholders Agreement

A U.S.-governed agreement combining share sale terms with ongoing shareholder arrangements and rights.

Download

Share Purchase And Transfer Agreement

A U.S.-governed agreement documenting the sale and transfer of shares between parties, including terms, conditions, and regulatory compliance requirements.

Download

Restricted Share Purchase Agreement

A U.S.-governed agreement for the purchase of restricted company shares, typically subject to vesting and transfer limitations.

Download

Business Share Sale Agreement

A U.S.-governed agreement documenting the sale and transfer of shares in a business entity, including terms, conditions, and regulatory compliance requirements.

Download

Company Share Purchase Agreement

A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties, subject to federal and state securities laws.

Download

Stock Subscription Agreement

A U.S.-governed agreement documenting the terms of a share purchase between a company and an investor, compliant with federal and state securities laws.

Download

Share Subscription And Shareholders Agreement

A U.S.-governed agreement combining share subscription terms and shareholder rights, regulated by federal and state securities laws.

Download

Stock Option Purchase Agreement

A U.S.-governed agreement establishing terms for granting stock options to individuals, including share details, pricing, and vesting conditions.

Download
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it