Share Purchase Agreement for Australia

Share Purchase Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that documents the terms and conditions for the sale and purchase of shares in a company. The agreement details the purchase price, payment terms, conditions precedent, warranties and indemnities, completion mechanics, and post-completion obligations. It incorporates Australian corporate law requirements, including compliance with the Corporations Act 2001 (Cth) and relevant state legislation, while addressing tax implications and regulatory approvals where necessary. The document serves as the primary transaction document in share acquisitions, providing legal protection for both buyers and sellers.

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What is a Share Purchase Agreement?

The Share Purchase Agreement is the primary transaction document used in share acquisitions under Australian law. It is employed when a party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement covers all essential aspects of the transaction, including detailed provisions on purchase price and payment mechanisms, conditions precedent to completion, warranties and indemnities, pre-completion and post-completion obligations, and various protective provisions for both buyers and sellers. The document must comply with Australian corporate law requirements, particularly the Corporations Act 2001 (Cth), and may need to address foreign investment approval requirements, competition law considerations, and state-specific stamp duty obligations. It is typically used in both private and public company acquisitions, though the complexity and specific provisions may vary depending on the size and nature of the transaction.

What sections should be included in a Share Purchase Agreement?

1. Parties: Identification of all parties to the agreement including full legal names and addresses

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core agreement to sell and purchase the shares, including description of shares being sold

5. Purchase Price: Details of the consideration, including amount, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Details of the completion process, timing, location, and deliverables

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Costs: Allocation of transaction costs between parties

15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law

What sections are optional to include in a Share Purchase Agreement?

1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earnouts

2. Security for Claims: Provisions for escrow or bank guarantee to secure warranty claims

3. Non-Competition: Restrictions on seller's competing activities post-completion

4. Employee Matters: Specific provisions dealing with key employees or employee incentive schemes

5. Intellectual Property: Special provisions for protection or transfer of intellectual property

6. Multiple Sellers: Provisions governing relationship between multiple sellers

7. Break Fee: Payment obligations if transaction doesn't proceed

8. Foreign Investment Approval: Specific provisions relating to FIRB approval if required

9. Transitional Services: Arrangements for post-completion services provided by seller

What schedules should be included in a Share Purchase Agreement?

1. Details of the Company: Corporate information, share capital structure, subsidiaries

2. Warranties: Detailed warranties about the company, business, and shares

3. Properties: Details of real estate owned or leased by the company

4. Intellectual Property: List of IP rights owned or licensed by the company

5. Material Contracts: Summary of key contracts

6. Employees: Details of key employees and their terms of employment

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

8. Form of Resignation Letters: Template resignation letters for outgoing directors

9. Disclosure Letter: Exceptions to warranties

10. Completion Accounts: Format and principles for preparation of completion accounts

11. Tax Covenant: Detailed tax indemnity provisions

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Mining

Energy

Real Estate

Professional Services

Agriculture

Transportation

Media and Entertainment

Construction

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Treasury

Tax

Compliance

Risk Management

Corporate Secretariat

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

M&A Director

Investment Banker

Corporate Development Manager

Finance Director

Company Secretary

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

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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