¶¶Òõ¶ÌÊÓƵ

Legal Templates
Common Stock Purchase Agreement

Common Stock Purchase Agreement Template for United States

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Common Stock Purchase Agreement

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

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Common Stock Purchase Agreement

"I need a Common Stock Purchase Agreement for my technology startup to sell 100,000 shares of common stock to a venture capital investor, with standard registration rights and a right of first refusal, closing planned for March 15, 2025."

Your data doesn't train Genie's AI

You keep IP ownership of your information

Generate a Bespoke Document

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

Download a Standard Template

Get our United States-compliant Common Stock Purchase Agreement

4.6 / 5
4.8 / 5
Access for free
OR
Celebrated by
Collaborations with
Investors

What is a Common Stock Purchase Agreement?

The Common Stock Purchase Agreement serves as the primary document for transferring ownership of common stock in private companies under U.S. law. This agreement is essential when companies seek to raise capital, bring in new investors, or transfer ownership stakes. It typically includes detailed information about the transaction structure, price, representations and warranties, and compliance with securities regulations. The document is particularly important for ensuring regulatory compliance with both federal and state securities laws, including registration requirements or applicable exemptions. It provides legal protection for both parties by clearly documenting the terms of the transaction and any specific conditions or restrictions on the stock transfer.

What sections should be included in a Common Stock Purchase Agreement?

1. Parties: Identifies the seller(s) and purchaser(s) of the common stock

2. Background/Recitals: States the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details the specific terms of the stock purchase, including number of shares and price

5. Closing: Specifies closing date, conditions, and delivery requirements

6. Representations and Warranties of Seller: Seller's assertions about company, stock, and authority to sell

7. Representations and Warranties of Purchaser: Purchaser's assertions about authority and capacity to purchase

8. Governing Law: Specifies jurisdiction and applicable law

What sections are optional to include in a Common Stock Purchase Agreement?

1. Registration Rights: Rights to register shares for public sale - include when purchaser requires ability to resell shares publicly

2. Tag-Along Rights: Right to participate in future sales - include for minority shareholders protection

3. Right of First Refusal: Company's or other shareholders' right to purchase shares before third parties - include to control ownership transfers

4. Board Representation: Rights to board seats - include for significant investments

What schedules should be included in a Common Stock Purchase Agreement?

1. Disclosure Schedule: Exceptions to representations and warranties

2. Capitalization Table: Current ownership structure pre and post-transaction

3. Form of Stock Certificate: Template of stock certificate to be issued

4. Required Consents: List of required third-party approvals

5. Financial Statements: Recent financial statements of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Clauses
























Industries

Securities Act of 1933: Federal law governing primary market transactions, including Section 4(a)(2) and Rule 506 for private placements. Required for ensuring compliance with securities registration and exemption requirements.

Securities Exchange Act of 1934: Federal law regulating secondary market trading of securities and establishing SEC oversight. Essential for understanding ongoing reporting requirements and trading restrictions.

Regulation D: SEC rules providing safe harbor for private offering exemptions from securities registration requirements. Critical for structuring private stock sales.

Rule 144: SEC rule governing resale of restricted and control securities. Important for determining transfer restrictions and resale limitations.

Blue Sky Laws: State-specific securities laws governing registration and disclosure requirements, including state-level exemptions from registration.

State Corporation Laws: State-specific laws governing corporate formation, operation, and stock issuance (e.g., Delaware General Corporation Law if Delaware corporation).

Internal Revenue Code: Federal tax provisions relating to stock transactions, including capital gains treatment and tax implications of stock transfers.

Uniform Commercial Code: Particularly Articles 8 (Investment Securities) and 9 (Secured Transactions), governing securities transfers and secured interests.

Exchange Rules: Requirements set by stock exchanges (NYSE, NASDAQ) if applicable to the transaction or company status.

FINRA Rules: Regulations governing broker-dealer involvement in securities transactions if applicable to the stock purchase.

Sarbanes-Oxley Act: Corporate governance requirements applicable to public companies, affecting stock transaction disclosure and internal controls.

Hart-Scott-Rodino Act: Antitrust review requirements for large transactions, requiring potential regulatory clearance.

CFIUS Regulations: Foreign investment review requirements when non-U.S. persons are involved in acquiring U.S. company securities.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Non Compete Asset Purchase Agreement

An English law agreement for the purchase of business assets incorporating non-compete provisions to protect the buyer's interests.

find out more

Sale Of Personal Goodwill Agreement

An English law agreement governing the sale and transfer of an individual's personal goodwill, including professional relationships and reputation.

find out more

Share Purchase And Transfer Agreement

A legally binding agreement under English and Welsh law for the sale and transfer of shares between parties, including terms, conditions, and transfer mechanics.

find out more

Agreement Of Purchase And Sale Of Business Assets

A contract under English and Welsh law governing the sale and transfer of business assets between parties, including terms of sale, warranties, and completion obligations.

find out more

Share Sale And Purchase Agreement

An English law agreement governing the sale and purchase of shares in a company, setting out terms, warranties, and conditions of the transaction.

find out more

Share Purchase Agreement

A legally binding agreement for the sale and purchase of company shares, governed by English and Welsh law.

find out more

Used Equipment Purchase Agreement

A U.S.-governed legal agreement for the sale and purchase of pre-owned equipment, compliant with UCC requirements.

find out more

Stock Sale Purchase Agreement

A U.S.-governed agreement documenting the sale and purchase of corporate shares, including terms, conditions, and obligations of the transaction.

find out more

Stock Sale And Purchase Agreement

A U.S.-governed agreement documenting the terms and conditions for the sale and purchase of corporate stock between parties.

find out more

Stock Purchase Agreement Closely Held Corporation

A U.S.-governed agreement documenting the sale and transfer of shares in a closely held corporation, including terms, conditions, and transfer restrictions.

find out more

Stock Ownership Agreement

A U.S.-governed legal agreement establishing terms and conditions for corporate stock ownership and transfer.

find out more

Small Business Stock Purchase Agreement

A U.S.-governed legal agreement for the purchase and sale of shares in a small business, outlining terms of ownership transfer and protecting parties' interests.

find out more

Small Business Asset Purchase Agreement

A U.S.-governed agreement for the purchase and sale of small business assets, detailing terms of transfer and obligations of both parties.

find out more

Share And Asset Purchase Agreement

A U.S.-governed agreement combining the sale of both shares and assets of a company, detailing terms, conditions, and warranties for the transaction.

find out more

Purchase Agreement For Farm Equipment

A U.S.-governed legal agreement for the sale and purchase of agricultural equipment, structured under the UCC and state laws.

find out more

Private Stock Sale Agreement

A U.S.-governed agreement documenting the sale and transfer of privately held company shares between parties, ensuring compliance with federal and state securities laws.

find out more

Private Stock Purchase Agreement

A U.S. legal agreement governing the sale and transfer of private company shares between parties.

find out more

Ownership Interest Purchase Agreement

A U.S. legal agreement documenting the sale and transfer of ownership interests in a business entity, including terms, conditions, and obligations of the transaction.

find out more

Member Interest Purchase Agreement

A U.S. legal agreement governing the sale and transfer of LLC membership interests between parties.

find out more

Inventory Purchase Agreement

A U.S. law-governed agreement that establishes terms and conditions for the purchase and sale of inventory items between commercial parties.

find out more

Intellectual Property Asset Purchase Agreement

A U.S.-governed agreement for the purchase and transfer of intellectual property assets between parties, including patents, trademarks, copyrights, and trade secrets.

find out more