Stock Purchase Agreement Templates

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Say you’re interested in purchasing stocks for a business that’s doing well the past couple of years. You might be new to stocks or a long-term veteran investing in multiple soaring companies. Either way, you’ve come to the right place.

We’ll dive into what a stock purchase agreement is, what it entails, and how to write this document in this article. Keep reading to discover more about stock purchase agreements and how they help finalize this process when considering an investment.

Stock Purchase Agreement Template

Stock Purchase Agreements by State

What Are The Different Types of Stock?

It’s important to establish what stocks are and why they’re valuable before diving into what a stock purchase agreement entails. The six types of stocks are the following:

  • Corporations
  • Limited liability companies
  • Partnerships
  • General partnerships
  • Limited partnerships
  • Trusts

Stocks allow someone to buy ownership of a business through its share of stock. Or, buyers can purchase a percentage of the company. With private businesses, stock purchase agreements go through a due diligence period. Whereas, with public businesses, the transaction can occur right away. In the same vein, private businesses transfer a physical stock certificate to the buyer.

What Is a Stock Purchase Agreement?

A stock purchase agreement, or a SPA, is an agreement between a buyer looking to invest in shares of a business for a set price from the seller. A stock purchase agreement details the number of shares, the price, the sales date, and other terms established by both parties. After they sign, they exchange the funds for the stocks as soon as possible.

A purchase agreement for stock establishes the buyer and seller’s names. Additionally, this document lists the description of shares, the purchase price, closing date, and a due diligence period, if applicable. You can purchase stock through an in-person agreement or online. A stock purchase agreement also clarifies whether you can trade the stock publicly or not.

Why Stock Purchase Agreements Are Important

A stock purchase agreement creates a contract between two parties – the buyer and the company, or shareholders. A stock purchase agreement shows written consent between these parties. Law requires that you describe the company shares being sold and bought for a specific amount. Typically, lawyers prepare a stock purchase agreement because many legalities can be tricky to cover without a background. We’ll talk more about that later.

A stock purchase agreement details the number and type of stock sold, alongside the purchase price and further transactions, such as the price per share. Stock purchases break down definitions of important terms used within the document – for example, how the stock purchase agreement uses applicable law types.

Additionally, stock purchase agreements establish the purchase and sale of the stock, detailing the transaction with purchase prices and the number of shares.

When You Should Use a Stock Purchase Agreement

Legal opinions and escrow and employment agreements adjust stock purchase agreements. A stock purchase agreement shows the representations and warranties of the seller and buyer. They need to verify that these descriptions are true via their signatures.

A stock sale contract makes the contract official between the buyer and seller. They must establish how they intend to spend the time between the signing and closing date. In other words, will the business continue to operate as it did before this transition of stocks?

A stock purchase agreement handles the protection and compensation against damage, loss, or injury within the company.

To summarize, this documentation is a formality between the buyer and seller to discuss everything we’ve covered thus far. A stock purchase agreement also clarifies financial statements and requirements to end the contract if that situation arises.

A stock purchase agreement is necessary if you plan on growing your company with skilled employees and creating shares.

Stock Purchase vs. Asset Purchase vs. Restricted Stock Purchase Agreements

There is a minor difference between a stock purchase agreement and an asset purchase agreement. The buyer doesn’t obtain the seller’s liabilities. The stock has all the company’s obligations in addition to any assets.

On the other hand, a restricted stock purchase agreement allows companies to protect their ownership more. Stock options lure talented employees in, meaning they will stay loyal to their company.

Think about it this way: an employee resigns after two years, but the company’s stock allows them to purchase their stocks back during a four-year schedule. The longer the employees stay, the more interested and motivated they’ll be in the success of the business they work for, meaning that the total shares will increase.

Frequently Asked Questions

We’ll answer some common inquiries about stock purchase agreements in this section.

Firstly, you write a letter of intent to negotiate, set terms, and place the bid to begin the process of a stock purchase agreement. The letter allows the seller to determine whether or not they want to sell.

The seller can collect the necessary company documents, draft the agreements and contracts, and gather other financial reports within this time. The buyer also has the opportunity to confirm that the seller is legitimate and provides accurate information.

The stock purchase agreement must be written and signed by both parties, and the closing occurs immediately with the appropriate funds exchanged for the stocks. After both parties agree on the primary transaction agreement, or the deal, the witness also signs.

Once finalized, the buyer is the official owner. It’s advisable to make signed copies, exchange the payments and certificates, and file the necessary paperwork to prove this transaction occurred.

As for writing the stock purchase agreement, the seller normally drafts this paperwork with assistance from a legal department, virtual provider, or other legal counsel. Despite the transaction being relatively easy, purchasing stocks can lead to more difficult legal issues later.

A stock purchase agreement needs proper attention and timing. You could reference lawyers for guidance.

While you can write this document yourself after downloading a free stock purchase agreement, it’s not recommended. If you decide to do it yourself, remember to attach the stock purchase agreement to the appropriate jurisdiction and complete the stock transaction provisions as needed.

A stock purchase agreement outlines the specific terms and conditions that set the relationship between buyers and sellers. The seller transfers and delivers all the stock certificates from this purchase.

This document includes the parties and their names. A stock purchase agreement formulates a specific agreement date, or the time the stock purchase agreement will begin. A stock purchase agreement also lists the prices and shares, establishing the corporation and shareholder, alongside the quantity and value.

A SPA acknowledges that the seller transfers the stock ownership to the buyer and clarifies any transfer laws. A stock purchase agreement has a few more key elements:

  • Warranties and representations
  • Payment terms
  • Due diligence
  • Closing date
  • Deposit status
  • Necessary signatures

You could write a stock purchase agreement yourself, as previously stated, but you must include the previous elements after downloading the stock purchase agreement template. You must establish the business behind the shares, and they will sign the stock purchase agreement, as well.

A stock purchase agreement is the prime opportunity to discuss the concerned shares, listing the prices and the payment method.

A stock purchase agreement is a legal document, describing the terms and conditions for a sale of company stocks. Thus, this document is binding and creates obligations and rights to fulfill for both parties involved.

State and federal laws regulate stock sales. Therefore, all stock transactions must conform to the laws established, and a stock purchase agreement verifies that the sale is permitted. 

Law requires that the purchaser must be identified and the seller provides their information. By providing the names of the seller and purchaser, the stock type, the quantity, the selling price, and other necessary information, you will not run into legal issues down the road.

Any false portion of the stock purchase agreement could disprove the entire document. The government highly regulates stock purchase agreements.

There are countless benefits to having a proper stock purchase agreement, such as proper price documentation and the number of shares. So, it’s best to ensure a correct write-up the first time rather than placing your company at risk

You can back out of a stock purchase agreement if there is proof that the process is invalid, such as if the stock purchase agreement violates any business or corporate laws. Insider trading is an example of a security violation. If the buyer and seller form the stock purchase agreement under conditions of deceit or fraud, then that could pose another legal issue.

If the company or seller made false representations about their stocks, that poses legal liability for all parties involved. Breaking laws regarding stocks can lead to penalties, so a financial lawyer needs to review and draft the purchase agreement.

Additionally, they can provide you with advice throughout the process. Like any contract, know your rights before signing to not lose deposits.