Share Purchase Agreement in the US: Template, Clauses and Local Law (2026)

What is a share purchase agreement in the US? In the US, the contract to buy shares of a corporation is usually called a stock purchase agreement (SPA). The buyer purchases existing stock from the shareholders, so the company itself stays the same legal entity with the same contracts, licences and liabilities, and only the ownership changes. It sets the price, the conditions to closing, what each side promises about the company and the shares, and the remedies if those promises prove wrong. A stock purchase is different from an asset purchase, where the buyer picks up chosen assets and liabilities and leaves the rest behind. Buyers often prefer asset deals to avoid hidden liabilities; sellers often prefer stock deals for a cleaner exit and different tax treatment. Which structure you use changes the whole document, so settle it first. This article is general guidance, not legal advice. US corporate, securities, tax and antitrust rules are detailed and state-specific, so have qualified US counsel review any SPA before you rely on it. Last verified October 2026. ## The US legal frame A US stock purchase sits inside several bodies of law: - State corporation law governs the company and the stock. Delaware is the most common state of incorporation, and the Delaware General Corporation Law is the usual reference, but the company's own state law applies.

• Federal and state securities laws affect how the stock can be sold, often relying on a private-placement exemption.
• Antitrust law can require a pre-closing Hart-Scott-Rodino (HSR) filing and a waiting period for deals above the size thresholds.
• Tax law (federal and state) drives the structure, including whether the parties make a Section 338 or 336(e) election to treat a stock deal as an asset deal for tax. There is generally no stamp duty on a US stock transfer, which is a contrast with India and the UK. A few states and localities have their own transfer taxes in narrow cases, so confirm locally. <!-- [VERIFY] any state or local transfer tax for the specific state --> ## US stock purchase agreement template skeleton This is a skeleton of the main clauses, not a complete contract. ``` STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is dated [DATE], by and among: [SELLER(S)] ("Seller"), [BUYER] ("Buyer"), and [the COMPANY]. 1. DEFINITIONS "Shares" means [N] shares of [class] stock of the Company, being [X]% of the outstanding stock. [Define Closing, Material Adverse Effect, Knowledge, etc.] 2. PURCHASE AND SALE Seller sells and Buyer buys the Shares, free of liens, at Closing, for the Purchase Price. 3. PURCHASE PRICE The Purchase Price is $[AMOUNT], subject to a [working-capital] adjustment, with $[amount] held in escrow for [N] months. 4. CLOSING AND CONDITIONS Closing is conditional on [accuracy of representations, performance of covenants, no Material Adverse Effect, HSR clearance if applicable, required consents, delivery of stock powers and resignations]. 5. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents as to title, organization, capitalization, financial statements, taxes, litigation, compliance, material contracts, employees and benefits, intellectual property and environmental matters, subject to the Disclosure Schedules. 6. REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents as to organization, authority, financing and investment intent (securities-law). 7. COVENANTS Conduct of business between signing and Closing, access, exclusivity, efforts to obtain consents and HSR clearance. 8. INDEMNIFICATION Seller indemnifies Buyer for breaches of representations and covenants and specified matters, subject to a cap, basket (deductible or tipping), de minimis and survival periods; fundamental and tax reps survive longer. 9. TAX MATTERS Allocation, pre-closing taxes, cooperation, and any Section 338(h)(10) / 336(e) election. 10. GOVERNING LAW; DISPUTE RESOLUTION Governed by the laws of [State]; disputes in [courts of State / arbitration]. Signatures: Seller ______ Buyer ______ Company ______

- **Representations and disclosure schedules (clause 5).** The buyer wants broad reps about the company; the seller qualifies them with knowledge and materiality and discloses exceptions on the schedules. A disclosed item generally cannot later be an indemnity claim, so the schedules are heavily negotiated.
- **Indemnification: cap, basket, survival (clause 8).** This is the core risk allocation. The seller wants a low cap, a real deductible basket, a de minimis floor and short survival; the buyer wants a higher cap for fundamental and tax reps and longer survival. Representations and warranties insurance is often used to bridge the gap.
- **HSR and covenants (clauses 4 and 7).** For larger deals, the parties cannot close until the HSR waiting period expires. Both sides commit to use efforts to get clearance, and the interim covenants keep the business normal until closing.
- **Tax election (clause 9).** A Section 338(h)(10) or 336(e) election can let a stock deal be taxed like an asset deal, stepping up the buyer's basis. It usually needs the seller's cooperation and a price adjustment to share the tax effect. ## Common mistakes to avoid - Not settling stock vs asset structure first, which changes liabilities and tax.
- Missing an HSR filing where the thresholds are met, which can stall or penalise the deal.
- Thin disclosure schedules that leave the seller exposed to indemnity claims.
- No or vague working-capital adjustment, so the final price is fought over after closing.
- Ignoring securities-law exemptions on how the stock is sold. ## Where a contract workspace helps A template gets you a sound US stock purchase skeleton. The ongoing work is everything after: keeping reps, caps, baskets and survival periods consistent across the SPA, the disclosure schedules and the ancillary documents, tracking closing conditions and HSR timing, watching escrow release and post-closing adjustment deadlines, and finding the right version in a later claim. A US stock purchase is easier to run when drafting, review and tracking share one AI workspace built around how your company does deals. It can draft from your SPA template, link the clauses so a change to the cap flows through indemnification and schedules, put closing conditions and deadlines on one dated timeline, and keep every version together. One tool built this way is [Adira](https://adiralaw.com), which follows the same single-workspace approach. The template alone is enough to start a fair stock purchase agreement; a workspace simply makes drafting, review and tracking one connected job.