The Sale Of Shares Agreement is a crucial legal instrument used in South African corporate transactions when transferring ownership of company shares. This document is essential when shareholders wish to sell their stake in a company, whether partially or entirely, and requires careful consideration of South African companies legislation, tax implications, and financial regulations. The agreement typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties about the company's status, and various protections for both parties. It must comply with the Companies Act 71 of 2008 and other relevant South African legislation, including securities transfer tax requirements and, where applicable, exchange control regulations. The document is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, requiring careful drafting to address specific circumstances of the share transfer while ensuring regulatory compliance.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc
1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and registration/identification numbers
2. Background: Context of the transaction, including brief description of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Amount payable for the shares and payment terms
6. Payment Terms: Detailed payment mechanics, including timing, method, and any escrow arrangements
7. Conditions Precedent: Any conditions that must be fulfilled before the agreement becomes effective
8. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment
9. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
10. Purchaser's Warranties: Warranties from the purchaser regarding authority and capacity to purchase
11. Company Warranties: Warranties regarding the state of the company whose shares are being sold
12. Tax Matters: Provisions dealing with tax implications and responsibilities
13. Confidentiality: Obligations regarding confidential information
14. Notices: How formal notices under the agreement should be given
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Signature: Execution provisions and signature blocks
1. Security for Payment: Required when payment is not made in full at completion
2. Management During Interim Period: Used when there is a gap between signing and completion
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Exchange Control: Required when foreign parties are involved
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Tag-Along Rights: When minority shareholders need protection in partial share sales
7. Drag-Along Rights: When majority sellers need to force minority shareholders to sell
8. Break Fee: Include when compensation is needed if either party withdraws
9. Director Resignations: Required when selling shareholders are also directors
10. Employee Matters: Include when share sale affects key employee arrangements
1. Details of the Company: Complete company information including registration details, share capital structure
2. Details of the Sale Shares: Specific information about the shares being sold including share numbers and certificates
3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
4. Warranties: Comprehensive list of all warranties given by the seller about the company
5. Disclosure Schedule: Seller's disclosures against the warranties
6. Company Financial Statements: Recent financial statements of the company
7. Material Contracts: List and copies of important company contracts
8. Completion Requirements: Detailed checklist of all actions required for completion
9. Board Resolutions: Required corporate approvals and resolutions
10. Required Consents: List of third-party consents needed for the transaction
Relevant legal definitions
Affiliates
Agreement
Board
Business
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Financial Statements
Financial Year
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Ordinary Shares
Parties
Purchase Price
Purchaser
Purchaser's Warranties
Related Persons
Sale Shares
Securities
Seller
Seller's Warranties
Shareholders
Signature Date
South African Reserve Bank
Subsidiary
Tax
Tax Authority
Transaction
Transfer
Transfer Date
Transfer Secretaries
Warranties
ZAR
Agreement
Board
Business
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Financial Statements
Financial Year
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Ordinary Shares
Parties
Purchase Price
Purchaser
Purchaser's Warranties
Related Persons
Sale Shares
Securities
Seller
Seller's Warranties
Shareholders
Signature Date
South African Reserve Bank
Subsidiary
Tax
Tax Authority
Transaction
Transfer
Transfer Date
Transfer Secretaries
Warranties
ZAR
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Confidentiality
Non-Competition
Tax Matters
Exchange Control
Share Transfer
Representations
Due Diligence
Breach
Dispute Resolution
Force Majeure
Termination
Notices
Assignment
Severability
Whole Agreement
Variation
Costs
Governing Law
Jurisdiction
Good Faith
Further Assurance
Counterparts
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Confidentiality
Non-Competition
Tax Matters
Exchange Control
Share Transfer
Representations
Due Diligence
Breach
Dispute Resolution
Force Majeure
Termination
Notices
Assignment
Severability
Whole Agreement
Variation
Costs
Governing Law
Jurisdiction
Good Faith
Further Assurance
Counterparts
Relevant Industries
Financial Services
Technology
Manufacturing
Mining
Retail
Professional Services
Real Estate
Healthcare
Agriculture
Energy
Telecommunications
Construction
Transportation
Media and Entertainment
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Risk Management
Corporate Secretariat
Executive Leadership
Investment
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Director
Mergers & Acquisitions Manager
Corporate Finance Manager
Due Diligence Specialist
Compliance Officer
Tax Director
Business Development Director
Investment Manager
Risk Manager
Board Director
Managing Director
Transaction Advisor
Find the exact document you need
Agreement To Sell And Contract Of Sale
A South African law-governed document combining a promise to sell with actual sale terms, establishing rights and obligations for property or goods transfer.
find out more
Agreement Of Sale Of Immovable Property
A South African legal agreement for the sale and purchase of immovable property, compliant with the Alienation of Land Act and related legislation.
find out more
Absolute Agreement Of Sale
A legally binding agreement under South African law governing the complete transfer of ownership rights in a sale transaction.
find out more
Software Sales Contract
A South African law-governed agreement for software sales and licensing, covering usage rights, payments, and compliance with local regulations.
find out more
Sale Deed Agreement
A legally binding agreement under South African law that documents and governs the sale and transfer of immovable property from seller to purchaser.
find out more
Preliminary Contract Of Sale
A South African law-governed preliminary agreement between seller and purchaser establishing the essential terms for the sale of immovable property.
find out more
Land Sale Deed
A legal document under South African law that formalizes the sale and transfer of immovable property between parties.
find out more
Deed Of Sale Agreement Of Immovable Property
A South African legal agreement documenting the sale and transfer of immovable property, governed by the Alienation of Land Act.
find out more
Commercial Real Estate Sales Agreement
South African commercial real estate sale agreement compliant with local property laws, governing the transfer of commercial property between seller and purchaser.
find out more
Bill Of Sale Agreement With Payments
A South African law-governed agreement documenting the sale of property or goods with structured payment terms, including ownership transfer and payment conditions.
find out more
Generic Sales Contract
A standard sales agreement template for goods under South African law, covering key commercial terms and regulatory requirements.
find out more
For Sale As Is Contract
A South African contract for the sale of goods or property in their current condition, incorporating 'as is' and 'voetstoots' principles while complying with local consumer protection laws.
find out more
Entity Purchase Buy Sell Agreement
South African law-governed agreement for the purchase and sale of business entities, including all necessary transaction terms and regulatory compliance provisions.
find out more
Commission Agent Agreement
A South African law-governed agreement establishing terms between a principal and commission agent for sales representation and commission-based services.
find out more
Buy Sell Agreement For Small Business
A South African law-governed agreement for the sale and purchase of a small business, detailing transaction terms and ownership transfer requirements.
find out more
Business Sales Agreement Form
A South African law-governed agreement that facilitates the sale and purchase of a business, outlining terms, conditions, and compliance requirements.
find out more
Sale Lease Back Agreement
A South African law-governed agreement combining property sale and leaseback arrangements, enabling property owners to sell their property while retaining occupancy through a lease.
find out more
Tripartite Agreement For Sale Of Property
A South African legal agreement facilitating property sale between three parties, typically involving a seller, buyer, and financial institution, governed by South African property law.
find out more
Scrap Sale Agreement
South African law-governed agreement for scrap material sales, ensuring compliance with Second-Hand Goods Act and environmental regulations.
find out more
Intent To Sell Contract
A South African legal document establishing the framework and key terms for a proposed property sale, serving as a precursor to the final sale agreement.
find out more
Advance Agreement For Sale Of Land
South African legal agreement for land sale with advance payment terms, compliant with the Alienation of Land Act.
find out more
Lease Agreement For Sale
South African legal document combining property lease terms with a future purchase option, governed by SA property and rental laws.
find out more
Debt Sale Agreement
A South African law-governed agreement for the sale and transfer of debt portfolios between financial institutions or credit providers and debt purchasers.
find out more
Bill Of Sale With Payment Terms
A South African law-governed agreement documenting the sale of goods or assets with structured payment terms, combining ownership transfer provisions with payment obligations.
find out more
International Contract Of Sale
A South African law-governed contract template for international sale of goods transactions, incorporating domestic and international trade requirements.
find out more
Letter Of Intent To Sell Property To Tenant
A South African legal document expressing a property owner's formal intention to sell their property to the current tenant, outlining preliminary terms and conditions of the proposed sale.
find out more
Resale Agreement Draft
A South African law-governed agreement establishing terms for product resale and distribution arrangements between suppliers and resellers.
find out more
Scrap Vehicle Sale Agreement
A South African law-compliant agreement for the sale of vehicles intended for scrap, covering ownership transfer, environmental compliance, and deregistration requirements.
find out more
Sale Of Goodwill Contract
South African legal agreement for the transfer of business goodwill between parties, including terms, conditions, and protective provisions.
find out more
Sale Agreement With Possession
South African property sale agreement enabling buyer possession before transfer, combining sale terms with possession arrangements under SA law.
find out more
Sales Agreement With Payment Plan
South African sales agreement template incorporating structured payment terms and compliance with local consumer protection and credit laws.
find out more
Estate Sale Agreement
A legal agreement for the sale of property from a deceased estate in South Africa, complying with local property and estate administration laws.
find out more
Promissory Purchase And Sale Agreement
A South African legal agreement combining property sale terms with promissory note payment arrangements, governed by local property and financial legislation.
find out more
Land Sale Commission Agreement
A South African legal agreement establishing commission terms and conditions between a property owner and estate agent for the sale of land.
find out more
Business Bill Of Sale Purchase Agreement
A South African law-governed agreement facilitating the complete or partial sale and purchase of a business enterprise, detailing all transaction terms and regulatory compliance requirements.
find out more
Agreement Of Purchase And Sale Form For Private Sale
A South African legal document for private property sales between individuals, outlining sale terms and conditions in compliance with local property law.
find out more
Used Equipment Sale Agreement
South African law-governed agreement for the sale of used industrial or commercial equipment, including condition specifications and transfer terms.
find out more
Deposit Agreement Of Purchase And Sale
A South African law-governed agreement establishing terms for deposit payment and handling in a purchase and sale transaction.
find out more
Assignment Of Real Estate Purchase And Sale Agreement
A South African legal document that transfers rights and obligations under an existing property purchase agreement from the original purchaser to a new purchaser.
find out more
Simple Buy Sell Agreement
A straightforward agreement governed by South African law that documents the terms and conditions for the sale and purchase of goods or assets between two parties.
find out more
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)
.png)