The Business Share Sale Agreement is the primary transaction document used when selling shares in a private company under English and Welsh law. It is essential for both share acquisitions and corporate restructuring, providing a comprehensive framework for transferring ownership while protecting the interests of all parties. The agreement typically includes detailed provisions about the sale price, payment terms, warranties about the business, tax matters, and post-completion obligations. It's particularly important as it governs not just the transfer of shares but also addresses the underlying business risks and liabilities.
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1. Parties: Details of seller(s) and buyer(s)
2. Background: Context of the transaction and company details
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Consideration: Payment terms and mechanics
6. Completion: Timing and mechanics of completion
7. Warranties: Standard seller warranties about the business
8. Limitations on Claims: Restrictions on warranty claims
9. Confidentiality: Confidentiality obligations
10. Governing Law: Jurisdiction and dispute resolution
1. Earn-out Provisions: Used when part of consideration is contingent on future performance
2. Non-compete Provisions: Used when seller restrictions are required post-completion
3. Tax Covenant: Used for complex tax arrangements or indemnities
4. Employee Provisions: Used when specific employee arrangements are needed
1. Details of the Company: Company information including share capital
2. Warranties: Detailed warranties about the business
3. Properties: Details of company properties
4. Intellectual Property: List of IP rights
5. Material Contracts: Key business contracts
6. Completion Obligations: Actions required at completion
7. Tax Covenant: Detailed tax indemnities and provisions
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