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Share Purchase Agreement
I need a share purchase agreement for the acquisition of 100% of shares in a privately-held Danish company, with provisions for a due diligence period, representations and warranties from the seller, and a payment structure that includes an initial deposit and subsequent installments based on performance milestones.
What is a Share Purchase Agreement?
A Share Purchase Agreement lays out the terms and conditions when buying or selling shares in a Danish company. This legally binding contract spells out the exact price, payment details, and when ownership will change hands. It's the key document used in both private deals and larger corporate acquisitions across Denmark.
Under Danish corporate law, these agreements protect both buyers and sellers by clearly stating what each side promises to deliver. They typically include important guarantees about the company's financial health, any ongoing legal issues, and specific conditions that must be met before the deal can close. Most Danish SPAs also address how future disputes will be handled under local jurisdiction.
When should you use a Share Purchase Agreement?
Use a Share Purchase Agreement anytime you're buying or selling shares in a Danish company—from small private transactions to major corporate acquisitions. This essential document becomes crucial when transferring ownership stakes, especially in deals involving multiple shareholders or complex payment structures.
The agreement proves particularly valuable during company mergers, family business transitions, or when bringing in new investors. Danish law requires clear documentation of share transfers, and having a properly structured SPA helps avoid future disputes about price, warranties, or transfer conditions. It's especially important when dealing with international investors or when the transaction involves regulatory approvals.
What are the different types of Share Purchase Agreement?
- Stock Option Purchase Agreement: Specialized version for employee stock options, detailing vesting schedules and exercise terms under Danish employment law
- Stock Buy Back Agreement: Used when a company repurchases its own shares from stockholders, often including specific valuation methods and redemption terms
- Standard Share Purchase Agreement: Most common type for direct share transfers between parties, covering basic warranties and representations
- Complex Merger SPAs: Detailed agreements for corporate mergers, including extensive due diligence requirements and conditional closings
- International SPAs: Modified versions meeting both Danish and foreign legal requirements for cross-border transactions
Who should typically use a Share Purchase Agreement?
- Company Shareholders: Both buyers and sellers who need to document their share transfer terms and protect their interests in the transaction
- Corporate Lawyers: Draft and review Share Purchase Agreements to ensure compliance with Danish corporate law and protect their clients' interests
- Board Members: Review and approve significant share transfers, especially in cases involving strategic investors or company restructuring
- Investment Bankers: Facilitate larger transactions and help structure deal terms according to market standards
- Company Secretaries: Maintain official records of share transfers and ensure proper documentation under Danish corporate governance rules
How do you write a Share Purchase Agreement?
- Company Details: Gather complete corporate information, including registration numbers, share capital structure, and existing shareholder agreements
- Share Information: Document the exact number, class, and nominal value of shares being transferred
- Purchase Terms: Define price, payment schedule, and any conditions for closing the deal
- Due Diligence: Review company financials, legal obligations, and potential liabilities
- Regulatory Requirements: Check Danish corporate law compliance needs, especially for regulated industries
- Draft Generation: Use our platform to create a legally sound agreement that includes all mandatory elements under Danish law
What should be included in a Share Purchase Agreement?
- Party Information: Full legal names, addresses, and registration numbers of all buyers and sellers
- Share Details: Precise description of shares being transferred, including class, nominal value, and share certificate numbers
- Purchase Price: Clear statement of consideration, payment terms, and any adjustments or earn-out provisions
- Warranties: Standard Danish law representations about share ownership, company status, and financial condition
- Closing Conditions: Specific requirements before transfer completion, including regulatory approvals
- Governing Law: Express choice of Danish law and jurisdiction for dispute resolution
- Signing Details: Proper execution blocks with dates and authorized signatures
What's the difference between a Share Purchase Agreement and a Business Acquisition Agreement?
While Share Purchase Agreements and Business Acquisition Agreements might seem similar, they serve distinct purposes in Danish corporate transactions. The key differences matter significantly for your legal and business outcomes.
- Transaction Scope: A Share Purchase Agreement deals specifically with transferring company ownership through shares, while a Business Acquisition Agreement covers the purchase of business assets, contracts, and operations
- Legal Transfer: Share transfers maintain the company's legal identity and existing contracts, whereas business acquisitions create new legal relationships and may require third-party consent
- Tax Implications: Share purchases typically have different Danish tax consequences than asset purchases, affecting both buyer and seller
- Due Diligence Focus: Share deals require investigation of the entire company's legal and financial status, while business acquisitions focus on specific assets and liabilities being transferred
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