General Share Purchase Agreement

Custom Made General Share Purchase Agreement Template

A share purchase agreement, as the name implies, is a legal agreement between a seller (usually the company) and a buyer/subscriber of shares of a company. The agreement details the conditions and terms for the purchase of a certain percentage of the company’s shares. It is a vital document in the operation of business transfers as it is used in instances of mergers and acquisitions, privatizations, etc.

This agreement is a contract of sale that transfers ownership of shares of a company from a seller to a buyer. This agreement should be used at times whereby parties intend to sell or purchase shares in a company.

For example, if a co-founder wishes to withdraw their place/relevance in a company, they may decide to let go of their shares. A share purchase agreement would be needed in order to execute this sale with the purchasing party. This agreement, however, is not recommended where a buyer intends to purchase all shares of a business rather than set percentages.

Preview General Share Purchase Agreement Template

About The General Share Purchase Agreement Template

This share purchase contract template has been carefully vetted by lawyers with qualifications in multiple jurisdictions across Africa and the United States of America, with extensive experience in business, technology, and working with some of the fastest-growing companies in Africa.

It is written in simple, comprehensive grammar that is easy to understand by founders, entrepreneurs, and business personnel. However, it is important to note that share purchase agreements are complex in nature, and it is advisable to have them reviewed by a lawyer to verify that they suit the criteria and requirements of your company.

Information You Need For This General Share Purchase Agreement Template

To fill out this sale agreement to your needs, here is some information that will be asked of you in the form:

Share percentage
completion date
The name of the company
Name of subscriber/buyer
Address of the company
Incorporation State/Country
The registered address of subscriber/buyer

This General Share Purchase Agreement Contains:

Personal Information

This provides for the name and address of the parties to the contract; the founder purchasing the shares and the company; as well as the effective date on which the agreement is entered into by the parties.

Agreement to Sell:

This is a share purchase agreement, so it must state that the company consents to sell its shares to the founder along with the price per share and percentage of shares to be sold. It should also state that the founder agrees to purchase the shares and the purchase price (consideration).

Transfer Restrictions:

The agreement contains provisions and restrictions governing how the purchaser may transfer or assign their shares in the company. Transfer of shares must always be done in accordance with the company’s Memorandum and Articles of Association and applicable laws governing companies registered in Nigeria.

Right of First Refusal:

The company has the right to approve or reject the sale or transfer of shares in the company and has the right to elect to purchase the shares itself. This is to ensure that, in the transfer of shares, the interests of the company can be protected.

Definition of Terms:

This section defines the terms used in the agreement and the context in which they are used to make it easy for parties to correctly interpret their rights and obligations under the agreement.

Dispute resolution:

The agreement provides the various methods of resolution available to the parties in the instance of any dispute or misunderstanding which cannot be resolved amicably.

Definition and Interpretation of Certain Terms:

This refers to explanations and clarifications of certain aspects of the shares and the sale of the shares.

The information of the buyer of the shares:

name and address details of the purchaser of the relevant shares.

The number of shares being sold and their percentage value:

A clear statement of the amount being transacted and the percentage value of the share held should be identified and understood in the contract of sale.

Information of the company involved

the subscriber/buyer has a right to information as may be required in the purchase of shares of the company.

The class of shares being sold

refers to both the type and class to which the shares belong for clarity.

The law governing the agreement:

an express statement of what law will be adopted in the execution of the contract.