The Share Transfer Agreement Private Company is a critical legal document used in Canadian business transactions when ownership interests in a private corporation are being transferred between parties. This document is essential when shareholders wish to sell their shares, during business succession planning, or in corporate restructuring scenarios. It must comply with both federal and provincial legislation, including the Canada Business Corporations Act or applicable provincial corporate statutes, securities regulations, and tax laws. The agreement typically includes comprehensive details about the transfer price, payment terms, representations and warranties, conditions precedent, and completion mechanics. It's particularly important in private company contexts where shares are not publicly traded and transfer restrictions often apply. The document provides legal protection for both parties and ensures proper documentation of the ownership change for corporate and regulatory purposes.

1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred

2. Background: Context of the transaction, including current ownership structure and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before the transfer can complete

6. Completion: Details of when, where, and how the transfer will complete, including mechanics of payment and share transfer

7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

9. Company Representations and Warranties: Warranties about the company's status, financial position, and operations

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Confidentiality: Provisions regarding confidential information and announcements

12. Further Assurance: Obligation to execute further documents if needed

13. Notices: How formal notices under the agreement should be given

14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments