Share Purchase Agreement Template and How to Draft One (2026)

What is a share purchase agreement, and when do you need one? A share purchase agreement (SPA) is the contract under which a buyer purchases shares in a company from one or more existing shareholders. Because the buyer takes the company with all its assets, contracts, employees and liabilities, an SPA is far more than a price: it sets out exactly what is being bought, what the sellers promise about the company, and what the buyer can claim if those promises turn out to be wrong. You need one for any sale of shares that carries real value, from a founder selling to an investor to a full acquisition of a company. Below is a share purchase agreement template you can copy and adapt, followed by plain-English guidance on how to fill each clause. This is general information, not legal advice. A share sale has tax, securities and company-law consequences that differ by country, so have a qualified lawyer and tax adviser review your final document before you sign. ## Share purchase agreement template ```

SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement") is made on [DATE] BETWEEN: [SELLER LEGAL NAME(S)], [address] ("Seller") AND [BUYER LEGAL NAME], [address] ("Buyer") concerning [TARGET COMPANY NAME], [registration details] ("Company"). 1. SALE AND PURCHASE OF SHARES The Seller sells and the Buyer buys [NUMBER] [class] shares of the Company (the "Sale Shares"), being [X]% of the Company's issued share capital, free from any charge or third-party right, with all rights attaching to them. 2. PURCHASE PRICE The total price for the Sale Shares is [AMOUNT] (the "Price"), payable [in full on completion / as follows: ...]. [Include any price adjustment, earn-out or deferred consideration.] 3. CONDITIONS PRECEDENT Completion is conditional on the following being satisfied by [LONG-STOP DATE]: [e.g. board and shareholder approvals, regulatory consents, third-party consents, no material adverse change]. If a condition is not met by that date, either party may end this Agreement. 4. COMPLETION Completion takes place on [DATE / the date conditions are met] at [PLACE]. At completion the Seller delivers signed share transfer forms, share certificates, resignations of [directors], and company records; the Buyer pays the Price. 5. SELLER WARRANTIES The Seller warrants that the statements in Schedule 1 (Warranties) are true and accurate at the date of this Agreement and at completion. These cover title to the shares, the Company's accounts, tax, contracts, assets, litigation, employees, and compliance. 6. BUYER WARRANTIES The Buyer warrants that it has authority to enter this Agreement and the funds to pay the Price. 7. DISCLOSURE The Seller's warranties are given subject to the matters fairly disclosed in the Disclosure Letter dated [DATE]. 8. INDEMNITIES The Seller indemnifies the Buyer against [specific identified risks, e.g. a known tax dispute or pending claim], on a rupee-for-rupee (or equivalent) basis. 9. LIMITATIONS ON CLAIMS The Seller's liability for warranty claims is limited as follows: no claim below [DE MINIMIS]; total cap of [CAP]; claims must be notified within [N] months (general) / [N] years (tax). 10. RESTRICTIVE COVENANTS For [N] months after completion, the Seller will not compete with the Company's business or solicit its customers or employees, within [TERRITORY]. [Adapt to local law.] 11. CONFIDENTIALITY AND ANNOUNCEMENTS Each party keeps the terms confidential and makes no announcement without the other's consent, except as required by law. 12. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [JURISDICTION]. Disputes will be resolved by [courts of [PLACE] / arbitration seated in [PLACE]]. SIGNED: Seller: ______________________ Date: __________ Buyer: _______________________ Date: __________ Schedule 1: Warranties Schedule 2: Disclosure Letter