Stock Purchase Agreement: What it Is and Steps to Write One

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A stock purchase agreement is a legal contract that governs the sale and purchase of shares in a company, specifying the transaction's terms and conditions. It is the basis of any equity-based transaction and summarizes the provisions the buyer and seller must know during the stock acquisition procedure. So, if you are an enterprise owner planning to share your company's stake, having an overview of the Stock Purchase Agreement is essential for safeguarding your interests and ensuring a seamless transaction.

Stock purchase agreements address the complicated legal issues that these types of transactions face. However, drafting the proper documentation will help you avoid legal pitfalls and future disputes. Contract drafting requires knowledge about how they work, what to include, and other vital details.

In this article, we’ve described stock purchase agreements and what you should know before drafting or signing one.

What is a Stock Purchase Agreement?

A stock purchase agreement, also known as an SPA, is a contract between buyers and sellers of company shares. This legal document transfers the ownership of stock and specifies the terms of shares bought and sold by both parties.

Other names for stock purchase agreements include:

• Stock transfer agreements
• Shares purchase agreements
• Shares transfer agreements

Regardless of what you call your agreement, prioritize the drafting of the terms and conditions . A wrongly worded contract can create unintended legal consequences, which means that it’s essential to get this aspect right.

Steps to Write a Stock Purchase Agreement

You write a stock purchase agreement if you are the seller. Delegate this responsibility to your legal department to draft the terms and conditions. If you don’t have in-house or outside counsel, consider a virtual provider to help you through the legal drafting process.

Below, we’ve outlined a hypothetical example of how a stock purchase agreement works:

• Senpai Corporation sells stocks on the public corporation
• Argus Smith wants to purchase 1,000 shares from Senpai
• Senpai drafts a stock purchase agreement to formalize the transaction
• The SPA specifies that Mr. Smith will buy 1,000 shares
• The price is set according to the closing date of the transaction
• Smith agrees to complete his due diligence reporting within 30 days
• Both parties sign the agreement
• Senpai transfers the stocks to Mr. Smith
• Smith performs his due diligence audit and analysis
• He finds no problem and indicates as such in writing to Senpai
• The transaction is complete

Stock purchases are relatively straightforward transactions. However, there are legal issues to consider that are more complex, such as due diligence and timing, that you may want to discuss with securities lawyers , and they can offer guidance during the contract and transaction process.

Darryl S.

Forest H.

Jason H.

Steven S.

What’s Included in a Stock Purchase Agreement?

Stock purchase agreements contain specific terms and conditions that set the relationship between buyers and sellers. The seller transfers and delivers all certificates from the transaction, and buyers reasonably expect one built on good faith. Creating a comprehensive stock purchase agreement will help parties avoid legal disputes and navigate their legal relationship.

These are the nine terms you may want to include in your stock purchase agreement:

• Parties and Agreement Date: The opening paragraph should include party names and agreement date, and it needs to communicate that both parties are entering into an agreement that doesn’t begin until the date specified. You do not have to make this section overly lengthy either.
• Price and Shares: This section contains information about the issuing corporation or shareholder, quantity, and each share’s value. The value of stock shares is usually set at market value on the day of closing.
• Purchase and Sale: Your contract needs a statement acknowledging that the seller transfers ownership of the stock certificates to the purchaser upon transaction completion. The seller must transfer all certificates while taking care of any applicable transfer taxes.
• Warranties and Representations: Buyers and sellers must work in good faith and fair dealing during a stock purchase and sale. Stock purchase agreements should verify the corporation’s good standing and bonafide ability to sell the stocks. Seller’s and buyer’s representations signify that no parties have made any errors or omissions and that the transaction is presented transparently and as communicated.
• Choice of Law: The corporation should establish the choice of law that will oversee a civil lawsuit should litigation arise. Otherwise, the purchaser could require you to travel to their state for meetings, hearings, and other legal proceedings. This situation can add time and expense to handling disputes with the other party.
• Payment Terms: Stock purchase agreements establish the terms under which the purchaser will pay the seller for shares of stock. This number is often a percentage paid upon contract signing, with the remaining balance paid upon final contract execution.
• Due Diligence: Most buyers need a due diligence period to inspect the seller’s and company’s financial records. They often have sole discretion regarding the validity of the shares for the intended sale. It is not unusual for sellers to require a due diligence report by a specific date.
• Closing Date and Time: The closing date and time is a reference to when the stock closing occurs. This date is essential for determining share price, and it usually occurs within a few days of signing the stock purchase agreement. Many contracts also include buyer and seller requirements to deliver tax forms and final closing statements before and after the transaction as negotiated in the agreement. You should discuss the closing date terms and conditions since this provision is more important than it appears.
• Signature and Date: The last section of your stock purchase agreement includes a signature and date line for both parties’ signing. Most stock purchase agreements do not require notarization, and a simple acknowledgment of the willful desire to enter into a contract is usually sufficient.

Importance of a Stock Purchase Agreement

Below are the key purposes of a stock purchase agreement:

• Offers Clarity and Certainty: The primary purpose of a stock purchase agreement is to offer unambiguous provisions for both parties concerned. By explicitly defining the purchase cost, payment provisions, and closing date, the contract reduces the threat of misinterpretations and conflicts during and after the transaction. It serves as a lawfully binding document that specifies the rights and obligations of each individual, ensuring shared knowledge throughout the process.
• Protects Rights and Interests: A well-written stock purchase agreement offers security to the purchaser by including representations and warranties from the seller. These assurances cover various aspects of the company, such as its financial health, legal compliance, and disclosure of liabilities. In case of any misrepresentation or breach, the buyer may seek remedies, such as compensation or rescission of the deal.
• Provides Regulatory and Legal Requirements: Stock purchase agreements ensure compliance with regulatory authorities and legal provisions controlling stock sales. Depending on the state, specific regulations and rules may apply, and the SPA can handle these prerequisites, including necessary approvals from regulatory bodies, shareholders, or antitrust authorities.
• Includes Non-disclosure and Confidentiality: Confidential information regarding the company being acquired is frequently involved in business transactions. Moreover, the stock purchase agreement incorporates confidentiality and non-disclosure provisions to safeguard this sensitive data from unauthorized sharing. It is especially vital when the customer investigates the organization's financials, agreements, and other proprietary details during due diligence.
• Ensures Smooth Transaction Process: Stock purchase agreements contribute to a smoother transaction process by addressing potential issues and contingencies upfront. The SPA outlines the conditions that must be met for the deal to close successfully, reducing uncertainty and streamlining the process of obtaining necessary approvals and fulfilling specific obligations before completion.

Types of Stock Purchase Agreements

Below are different types of stock purchase agreements:

• Simple Stock Purchase Agreement: This principal agreement summarizes selling a limited number of shares at a specified cost. It may comprise representations of warranties, and provisions precedent to the sale.
• Stock Purchase Agreement with Due Diligence: In more complicated deals, parties must perform due diligence before executing the agreement. This type of agreement comprises prerequisites for the buyer to perform due diligence analyses on the organization's financial and legal status.
• Asset Purchase Agreement with Stock Component: In some circumstances, a stock purchase agreement is part of a more extensive transaction, such as acquiring business assets and transferring them.
• Securities Purchase Agreement: This agreement is used when a business issues new shares of stock to investors, such as in a private placement or a venture capital investment. It includes terms related to the purchase of newly issued securities.
• Convertible Note Purchase Agreement:Convertible notes are often used in startup financing. This agreement outlines the terms of the convertible note, including the conditions under which it can be converted into equity.
• Stock Subscription Agreement: This is used when investors subscribe to purchase shares in a private placement offering. It outlines the subscription terms, such as the number of shares, purchase price, and closing conditions.
• Joint Venture Stock Purchase Agreement: In joint ventures, partners may acquire stock in the joint venture company. This agreement governs the purchase of shares by the joint venture partners and outlines their rights and obligations.
• Cross-Purchase Agreement: In closely-held corporations, shareholders may enter into cross-purchase agreements to facilitate the purchase of shares from a departing shareholder. This agreement outlines the process and terms for such purchases.
• Stockholder Agreement: While not a direct purchase agreement, a stockholder agreement may contain provisions related to the sale of shares among existing shareholders. It can specify rights of first refusal, drag-along rights, and other mechanisms for handling stock sales.

Who are the Parties in Stock Purchase Agreements?

The parties in a stock purchase agreement are the buyers and sellers of shares. Sellers are stock-issuing corporations or shareholders, and buyers are the ones who want to purchase stocks. Stock purchase agreements should expressly refer to the parties and their roles to make them legally binding.

Stock Purchase Agreement vs. Asset Purchase Agreement

Buyers and sellers use stock purchase agreements when they want to buy or sell stocks. They use asset purchase agreements when purchasing company assets, not through a merger or acquisition. Stock acquisitions, by nature, are also less expensive than asset purchases since they are not subject to additional taxes.

Here are a few other differences between stock purchase agreements versus asset purchase agreements below:

• Asset Purchase Agreements: Asset purchase agreements, also called buyer purchase agreements and APAs, outline the terms around the purchase of assets from a buyer to a seller. Buyers usually use them to acquire devalued company assets, allowing the buyer to increase the tax value of those assets, while the seller has the opportunity to liquidate them for cash or in exchange for other assets.
• Stock Purchase Agreements: Companies can use stock purchase agreements to purchase, sell, and transfer ownership over stocks and shares. Even though stocks are financial assets, asset purchase agreements do not sufficiently address the legal issues of a stock purchase. Always get legal advice from an attorney when you have questions.

Final Thoughts on Stock Purchase Agreements

Stock purchase agreements hold considerable importance in streamlining transparent and secure stock transactions. These lawfully binding agreements provide clarity, protect the rights and interests of buyers and sellers, address legal prerequisites, and ensure confidentiality to reduce risks and enhance the efficiency of business acquisitions.

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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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Meet some of our Stock Purchase Agreement Lawyers

Daehoon P.

Daehoon P.

Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.

Scott S.

Scott S.

I have over 25 years' experience representing individual and company clients, large and small, in transactions such as mergers and acquisitions, private offerings of securities, commercial loans and commercial endeavors (supply contracts, manufacturing agreements, joint ventures, intellectual property licenses, etc.). My particular specialty is in complex and novel drafting.

Max M.

Max M.

Results oriented business attorney focusing on the health care sector. Formerly worked in Biglaw doing large multi-million dollar mergers and acquisitions, financing, and outside corporate counsel. I brought my skillset to the small firm market, provide the highest level of professionalism and sophistication to smaller and startup companies.

Jo Ann J.

Jo Ann J.

Jo Ann has been practicing for over 20 years, working primarily with high growth companies from inception through exit and all points in between. She is skilled in Mergers & Acquisitions, Contractual Agreements (including founders agreements, voting agreements, licensing agreements, terms of service, privacy policies, stockholder agreements, operating agreements, equity incentive plans, employment agreements, vendor agreements and other commercial agreements), Corporate Governance and Due Diligence.

Jeremiah C.

Jeremiah C.

Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Don G.

Don G.

Texas licensed attorney specializing for 22 years in Business and Contract law with a focus on construction law and business operations. My services include General Business Law Advisement; Contract Review and Drafting; Legal Research and Writing; Business Formation; Articles or Instructive Writing; and more. I am able to draft and review contracts, and have experience with, contract law and business formation in any state. For more insight into my skills and experience, please feel free to visit my LinkedIn profile or contact me with any questions.

Charlotte L.

Charlotte L.

I hold a B.S. in Accounting and a B.A. in Philosophy from Virginia Tech (2009). I received my J.D. from the University of Virginia School of Law in 2012. I am an associate member of the Virginia Bar and an active member of the DC bar. Currently, I am working as a self-employed legal consultant and attorney. Primarily my clients are start-up companies for which I perform various types of legal work, including negotiating and drafting settlement, preparing operating agreements and partnership agreements, assisting in moving companies to incorporate in new states and setting up companies to become registered in a state, assisting with employment matters, drafting non-disclosure agreements, assisting with private placement offerings, and researching issues on intellectual property, local regulations, privacy laws, corporate governance, and many other facets of the law, as the need arises. I have previously practiced as an attorney at a small DC securities law firm and worked at Deloitte Financial Advisory Services LLC. My work experience is dynamic and includes many short-term and long term experience that span across areas such as maintaining my own blog, freelance writing, and dog walking. My diverse background has provided me with a stong skill set that can be easily adapted for new areas of work and indicates my ability to quickly learn for a wide array of clients.

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Stock Purchase Agreement

Stock purchase agreement legal requirements?

I am looking to purchase stock in a company and I want to ensure that I am legally protected. I am looking to enter into a Stock Purchase Agreement with the company, and I want to make sure that all legal requirements are met before I sign the agreement. I am looking for advice on what legal requirements need to be met in order for the Stock Purchase Agreement to be legally binding.

Russell M.

It's important to note that this is not an exhaustive list, and specific considerations may vary depending on the circumstances. Consulting with a qualified attorney is crucial to tailor the agreement to your specific needs. Here are some key areas to focus on: 1. Stock Description: Clearly define the shares being purchased, including the class of stock, number of shares, and any special rights or restrictions associated with the shares. You absolutely want to see the full record of the articles of incorporation, bylaws and any possibly existing shareholder agreements that could modify your rights in any way. 2. Purchase Price and Payment Terms: Specify the agreed-upon purchase price, payment structure (e.g., lump sum or installment), and any contingencies or adjustments based on audited financial statements or other factors. 3. The stock sale transaction is approved by the Board of Directors and possibly the Shareholders. You should be able to see the corporate action, either as a Written Consent or a Resolution taken by vote and certified by the corporate Secretary, who is the officer responsible for recording the minutes. 4. Representations and Warranties: Require the seller to make certain representations and warranties regarding the company's financial condition, assets, liabilities, contracts, intellectual property, compliance with laws, and any pending litigation. 5. Conditions Precedent: Specify the conditions that must be met before the transaction can be completed, such as obtaining necessary regulatory approvals, consents, or waivers. 6. Due Diligence: You should conduct thorough due diligence on the company, its financial records, contracts, intellectual property, and any other relevant aspects to identify any potential issues or risks. Generally, an acknowledgement of your access to, and conduct of, due diligence is good to include in the agreement. 7. Proper completion of any securities filing. Particularly if you are not the only investor, past present, or future, you should expect and require the company to be compliant with securities rules. Failure to observe the securities rules is red flag. 8. Governing Law and Jurisdiction: Determine the governing law and jurisdiction that will apply to the interpretation and enforcement of the agreement. Remember also that if you are investing in a corporation that is incorporated in a state other than where you reside, that state corporation law will generally govern your shareholder rights.

Stock Purchase Agreement

Stock purchase agreement and stock transfer restrictions?

I am a business owner looking to purchase a company that is currently owned by another individual. I have received a stock purchase agreement and am looking to understand the stock transfer restrictions associated with the agreement. I am hoping to understand the restrictions that will be placed on me as part of the agreement, as well as any restrictions that the current owner may have to abide by.

Thomas L.

Generally, the common restriction is a right of first refusal, meaning if you later sell the stock, you have to allow the prior owner an opportunity to buy the stock back. In contrast, you would usually impose a non-compete on the seller.

Stock Purchase Agreement

Stock purchase agreement and stockholder representation letters?

I am looking to purchase a company and have been presented a stock purchase agreement. I am also required to sign a stockholder representation letter. I am looking for advice on what these documents mean, how they are connected, and what rights and obligations they create for me as a potential buyer.

Thaddeus W.

Happy to discuss, but it looks like you might want to submit a formal request for bids.

Stock Purchase Agreement

Stock purchase agreement and stock options?

I am a prospective buyer of a business and I am currently in the process of negotiating a Stock Purchase Agreement. As part of the agreement, I am interested in understanding what types of stock options may be available to me and what rights I may have as a shareholder. I am looking to understand the terms and conditions of the stock purchase agreement in relation to stock options before I move forward with the purchase.

Paul S.

It's impossible to answer your questions without actually seeing the documents and discussing them more in depth. I recommend that you post a job here, and hire someone to help you.

Stock Purchase Agreement

Stock purchase agreement and non-competition clauses?

I am in the process of buying a business and have been asked to sign a Stock Purchase Agreement. I am concerned about the language in the agreement that includes a non-competition clause, and would like to understand the implications of signing the agreement and if there are any potential risks that I should be aware of.

Gregory F.

I would be happy to schedule a paid telephone consultation with you to review the non-compete (and any other provisions in the agreement), advise you on its scope and enforceability, and answer your questions. Please contact me via email at greg@fidlonlegal.com to discuss.