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Share Purchase Agreement Short Form Template for England and Wales

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Key Requirements PROMPT example:

Share Purchase Agreement Short Form

"I need a Share Purchase Agreement Short Form to document the sale of 30% of shares in my tech startup to a single investor, with completion planned for March 2025 and including basic warranties about company ownership and financial statements."

Document background
The Share Purchase Agreement Short Form is designed for uncomplicated share transfers in England and Wales where extensive warranties and indemnities are not required. This streamlined version of a standard SPA is particularly useful for small to medium-sized transactions, internal restructurings, or deals between trusted parties. It includes essential elements such as share details, purchase price, completion mechanics, and basic warranties, while maintaining compliance with English company law requirements.
Suggested Sections

1. Parties: Identification of buyer, seller, and company details

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and shares being sold

5. Completion: Timing and mechanics of the transfer

6. Warranties: Basic seller warranties about shares and authority

Optional Sections

1. Conditions Precedent: Used when completion is conditional on certain events or regulatory requirements

2. Post-Completion Obligations: Ongoing commitments and obligations after the sale completion

3. Non-Compete Provisions: Restrictions on seller's future activities to protect company's business interests

Suggested Schedules

1. Details of the Shares: Complete description of shares being transferred including class, number and nominal value

2. Warranties: Detailed warranties schedule if not included in main body of agreement

3. Completion Obligations: Detailed list of actions and documents required at completion

4. Company Information: Key details about the target company including corporate information and financial status

Authors

Alex Denne

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

Relevant legal definitions


































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share capital, transfer provisions, directors' duties, company constitutional requirements, and pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services and markets, covering regulated investments, financial promotion rules, and necessary regulatory approvals

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of contracts and their rights in relation to the agreement

Income Tax Act 2007: Primary legislation for income tax considerations in share transactions

Corporation Tax Act 2010: Governs corporation tax implications of share transfers and corporate restructuring

Stamp Duty Legislation: Covers stamp duty and stamp duty reserve tax obligations on share transfers

UK Takeover Code: Regulates takeovers and mergers, particularly relevant for larger transactions or listed companies

Market Abuse Regulation (MAR): Prevents market abuse and insider dealing, particularly relevant for transactions involving listed companies

Competition Act 1998: Addresses merger control and competition law considerations in share purchases

Data Protection Act 2018 and UK GDPR: Governs the handling and transfer of personal data during due diligence and transaction processes

Modern Slavery Act 2015: May require compliance warranties in share purchase agreements for certain sized businesses

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

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