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A Stock Purchase Agreement spells out the terms and conditions when someone buys shares in an Irish company. It's the key legal contract that protects both the buyer and seller during share transfers, laying out crucial details like the purchase price, number of shares, and payment timing.

Under Irish company law, this binding agreement also covers important safeguards like warranties about the company's financial health, any conditions that must be met before the sale goes through, and how to handle disputes. Companies often use these agreements for both minority stake sales and full business acquisitions, making them essential tools in Irish corporate transactions.

Use a Stock Purchase Agreement anytime you're buying or selling shares in an Irish company. This applies to major transactions like acquiring a whole business, purchasing a minority stake, or selling part of your shareholding to new investors or existing shareholders.

The agreement becomes especially important when dealing with complex share transfers involving earn-out provisions, staged payments, or specific performance conditions. Irish businesses often need these agreements during funding rounds, succession planning, or when bringing in strategic partners. Having one in place protects both parties and ensures the transaction meets Irish corporate law requirements.

• Company Share Sale Agreement: Used for complete or partial company sales, this version includes detailed warranties about company assets, liabilities, and operations. Common variations include simple stock transfers (basic terms only), growth-stage investment agreements (with specific performance metrics), and management buyout versions (with employee-specific provisions). Small private companies often use streamlined versions, while listed companies require more complex regulatory compliance sections.

• Company Shareholders: Both buyers and sellers of company shares must review and sign the Stock Purchase Agreement, as it directly affects their ownership rights and obligations.
• Corporate Lawyers: Draft and review agreements to ensure compliance with Irish company law and protect their clients' interests through proper warranties and indemnities.
• Company Directors: Often involved in approving share transfers and ensuring the agreement aligns with company constitution requirements.
• Financial Advisors: Help structure deal terms and validate financial aspects of the transaction.
• Company Secretary: Maintains share registers and ensures proper documentation of ownership changes with the Companies Registration Office.

• Company Details: Gather accurate company registration numbers, registered office address, and current shareholding structure from the Companies Registration Office.
• Share Information: Document the exact number and class of shares being transferred, agreed price per share, and payment terms.
• Due Diligence: Review company constitution, existing shareholder agreements, and any share transfer restrictions.
• Warranties: List key company assets, liabilities, and potential risks that need warranty coverage.
• Documentation: Our platform generates legally-sound Stock Purchase Agreements customized to Irish law, ensuring all essential elements are properly included.

• Party Details: Full legal names, addresses, and company registration numbers of all buyers and sellers involved.
• Share Details: Precise description of shares being transferred, including class, quantity, and price per share.
• Payment Terms: Clear payment structure, timing, and any conditions precedent to completion.
• Warranties: Standard Irish law warranties covering company assets, liabilities, and business operations.
• Completion Mechanics: Step-by-step process for executing the transfer, including required board approvals.
• Governing Law: Explicit statement that Irish law governs the agreement and dispute resolution procedures.

A Stock Purchase Agreement differs significantly from an Asset Purchase Agreement in both scope and legal implications under Irish law. While both facilitate business transactions, they serve distinct purposes and require different considerations.

• Transaction Object: Stock Purchase Agreements transfer company ownership through share sales, while Asset Purchase Agreements deal with specific business assets, equipment, or property.
• Liability Transfer: Stock purchases automatically include all company liabilities, while asset purchases let buyers select specific assets and avoid certain liabilities.
• Tax Implications: Share transfers often have different stamp duty implications compared to asset sales under Irish tax law.
• Due Diligence: Stock purchases require comprehensive company-wide review, whereas asset purchases focus on specific items being transferred.