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Simple Share Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Simple Share Purchase Agreement

"I need a Simple Share Purchase Agreement for the sale of 30% of my technology company's shares to a private investor, with completion scheduled for March 15, 2025, including basic warranties and a non-compete clause for the South African market."

Document background
The Simple Share Purchase Agreement is a fundamental legal document used in South African corporate transactions for the transfer of company shares from a seller to a purchaser. This document is particularly suitable for straightforward share transfers where the transaction structure is uncomplicated and the parties require standard protections. It complies with South African company law requirements, particularly the Companies Act 71 of 2008, and includes essential elements such as details of the shares being transferred, purchase price, payment terms, and basic warranties. The agreement is commonly used for private company transactions, small to medium-sized business sales, and internal restructuring where shares are being transferred between existing shareholders or to new investors. While simpler than complex M&A documentation, it still provides adequate protection for both parties while maintaining clarity and ease of use.
Suggested Sections

1. Parties: Identifies and provides full details of the Seller and Purchaser

2. Background: Sets out the context of the transaction, including details of the company whose shares are being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core clause establishing the sale of shares and purchase price

5. Purchase Price: Details the amount, payment method, and timing of the purchase price payment

6. Conditions Precedent: Lists any conditions that must be fulfilled before the agreement becomes effective

7. Completion: Specifies the completion date and actions required at completion

8. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status

9. Purchaser's Warranties: Basic warranties regarding authority and capacity to purchase

10. Breach: Consequences of breach and remedies available to the parties

11. Notices: How formal notices under the agreement must be given

12. General: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

13. Signature: Execution blocks for the parties

Optional Sections

1. Purchase Price Adjustment: Include when the purchase price may be adjusted based on company performance or other metrics

2. Security for Payment: Include when payment is not made in full at completion

3. Extended Warranties: Include for more complex transactions requiring detailed warranties about the company's business

4. Tax Indemnity: Include when specific tax risks need to be addressed

5. Non-competition: Include when the seller needs to be restricted from competing

6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

7. Director Resignations: Include when changes to the board are required

8. Shareholder Approval: Include when other shareholders have pre-emptive or approval rights

Suggested Schedules

1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares

2. Company Information: Key details about the company including registration number, registered address, and directors

3. Warranties: Detailed warranties when extended warranties are included

4. Disclosure Schedule: Seller's disclosures against the warranties

5. Required Consents: List of third-party consents required for the transaction

6. Completion Requirements: Detailed list of documents and actions required at completion

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




























Clauses



























Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Real Estate

Healthcare

Agriculture

Mining

Energy

Telecommunications

Transport and Logistics

Consumer Goods

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive

Company Secretariat

Treasury

Risk Management

Mergers & Acquisitions

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Financial Director

Managing Director

Corporate Lawyer

Investment Manager

Business Development Manager

Compliance Officer

Finance Manager

Commercial Director

Business Owner

Shareholder

Director

Transaction Advisor

Investment Banker

Private Equity Manager

Industries







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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