Stock Purchase Agreement Template for Denmark

A Stock Purchase Agreement outlines the terms and conditions when buying or selling shares in a Danish company. It's the key legal contract that protects both buyers and sellers by clearly stating the purchase price, number of shares, and payment details.

Under Danish corporate law, this agreement must include specific closing conditions, seller warranties, and any restrictions on future share transfers. Most Danish SPAs also address matters like confidentiality, non-compete clauses, and dispute resolution methods following Danish market practice. Companies often use these agreements for both minority stake acquisitions and complete takeovers.

Use a Stock Purchase Agreement any time you're buying or selling shares in a Danish company. This essential contract becomes critical during mergers, acquisitions, or when bringing new investors into your business - especially for transactions above 50,000 DKK, where Danish regulations require detailed documentation.

The agreement proves particularly valuable during complex negotiations involving multiple shareholders, staged payments, or when specific conditions need to be met before closing. Danish companies often prepare these agreements when selling to international investors, as they help navigate both local corporate laws and cross-border requirements.

• Simple Share Transfer: Basic Stock Purchase Agreements for straightforward transactions between Danish parties, typically used for smaller share volumes or single-buyer scenarios
• Complex Multi-Party: Detailed agreements for transactions involving multiple shareholders, often including specific voting rights and management provisions
• International Investment: Agreements adapted for foreign investors, incorporating dual-language provisions and cross-border compliance elements
• Staged Acquisition: Structured agreements for gradual share purchases, including milestone payments and performance conditions
• Employee Share Purchase: Simplified agreements for employee stock ownership programs, aligned with Danish labor and tax regulations

• Selling Shareholders: Current owners looking to transfer their company shares, including founders, investors, or family business owners
• Buying Investors: Private equity firms, venture capitalists, or strategic corporate buyers acquiring Danish company shares
• Corporate Lawyers: Draft and review Stock Purchase Agreements, ensuring compliance with Danish corporate law and protecting client interests
• Company Board Members: Review and approve share transfers, especially in cases requiring board authorization under company bylaws
• Financial Advisors: Help structure deals and validate financial terms, particularly for complex transactions or international buyers

• Company Details: Gather complete corporate information, including CVR number, registered address, and current shareholder structure
• Share Information: Document exact number of shares, share classes, and current ownership percentages
• Purchase Terms: Define purchase price, payment schedule, and any conditions for closing the deal
• Due Diligence: Review company bylaws, existing shareholder agreements, and any transfer restrictions
• Legal Requirements: Check Danish corporate registry requirements and tax implications for the transaction
• Verification Steps: Confirm signing authority and gather necessary board approvals before finalizing

• Party Information: Full legal names, addresses, and registration numbers of all buyers and sellers
• Share Details: Precise description of shares being transferred, including class, nominal value, and any associated rights
• Purchase Price: Clear statement of consideration, payment terms, and any adjustments or earn-out provisions
• Warranties: Standard Danish seller warranties about share ownership, company status, and financial condition
• Transfer Terms: Specific closing conditions and mechanics for completing the share transfer
• Governing Law: Express choice of Danish law and jurisdiction for dispute resolution
• Confidentiality: Terms protecting sensitive business information shared during the transaction

A Stock Purchase Agreement differs significantly from a Business Purchase Agreement in several key aspects, though both are used in company acquisitions. The main distinction lies in what's being purchased: stocks represent ownership shares, while a business purchase covers the entire company's assets and operations.

• Transaction Scope: Stock Purchase Agreements only transfer company shares, leaving existing contracts, employees, and liabilities unchanged. Business Purchase Agreements transfer specific assets, allowing buyers to choose what they acquire
• Due Diligence Focus: Stock deals require scrutiny of share ownership and corporate governance, while business purchases emphasize asset valuation and transfer mechanics
• Tax Implications: Under Danish law, stock transfers typically have different tax treatment compared to asset sales, affecting both buyer and seller
• Legal Complexity: Stock transfers usually involve simpler documentation, while business purchases require detailed asset schedules and transfer agreements