Share Purchase Agreement template UK

What a Share Purchase Agreement covers

A Share Purchase Agreement, or SPA, is used when the parties sell shares in a company. The buyer acquires the specified shares, rather than buying selected business assets directly. The distinction matters because the company continues to own its assets and remains the party to its obligations, subject to the actual transaction and legal arrangements. Your solicitor should explain how the proposed structure affects your deal.

The Sale Pack SPA is for eligible England and Wales transactions involving a UK private limited company and ordinary shares. It is a full first draft for the parties’ solicitors to work from, not a checked agreement ready for signature. The product does not decide whether a share sale is preferable to an asset sale.

Parties, company and shares

Gather the legal names and details of every seller and buyer. Check the company name, number and registered details against reliable records. Companies House can help pre-fill public information, but it does not replace checking the company’s own records. The share class, number sold and nominal value must match what is actually being transferred. Do not use a percentage alone where the form requires the underlying shares.

Several sellers or buyers may be involved. The legal form supports repeatable party blocks, with different information for individuals and companies. Signature and execution requirements come from the master template. Customer answers cannot rewrite those requirements. If the planned transaction needs a different share class, jurisdiction or structure, your solicitor must assess whether the available master is suitable.

Price, payment and completion

Record the fixed price and each payment in the schedule. Cash at completion and deferred instalments must reconcile to that total. Explain any contingent earn-out separately. Completion date, location or remote completion, conditions and deliverables should be aligned with the agreed Heads of Terms. A change in the payment structure should be reviewed by both sides rather than treated as a formatting change.

The form can collect information about security, default interest, director resignations, guarantees and director loan balances. It can also collect the proposed warranty set and limits. These are commercial and legal choices. The product does not recommend a cap, claim period, guarantee or tax covenant, and it does not assess whether a proposed limitation will work.

Warranties, schedules and solicitor review

Warranties and any tax covenant must come from the template wording. The product never drafts them with AI. Optional blocks in the approved Word master are controlled by mapped fields and conditions. Word’s own numbering and formatting are kept when blocks are removed. A form toggle is not legal advice about whether the block belongs in your transaction.

Supporting schedules may identify company details, completion deliverables, warranties and the payment schedule. Check that the records behind them are complete and current. Send the draft and its supporting information to your solicitor, and allow the buyer’s solicitor to review it too. A clean PDF is not a substitute for that process.

When the form opens

The SPA form stays locked until Heads of Terms have actually been exported. It then pre-fills relevant answers from the reviewed Heads of Terms and Deal Facts. Existing saved SPA answers are not silently overwritten. If the master template is not approved, the answers remain separate from the unavailable legal document.

The Word file is the document. The PDF copy is made from that same filled Word file, with the same clause numbers and text. No public sample SPA is generated. The sample contents list names the Share Purchase Agreement as included in the paid pack without reproducing any clause wording.

Build free, pay when you are ready

The Sale Pack starts with your own answers and accounts. You check the figures, explain the business and decide what is included in the proposed sale. You can see the indicative valuation and marketing documents in a protected preview without paying. Legal documents are named in the preview contents, rather than shown as free legal drafts. Pay £495 only when you are happy, then download and use the documents. No VAT is charged. There is no broker commission.

The price is for one business and one deal. It does not include finding buyers, negotiation, portal listing fees or professional advice. Your solicitor and accountant remain separate from the product. The service is self-serve. Support is limited to payment, login, upload faults and data requests. No one checks the commercial merits of your proposed deal for you.

Keep control of the information

A public advert or blind teaser should not name your business or give away identifying details. The named Information Memorandum can contain more information, but it belongs behind the confidentiality process you choose. Website-sourced logos, colours and photographs are restricted to that named document. Do not put them in a blind teaser. A buyer room is a paid feature and the seller controls access after email verification and a signed NDA.

Before sharing a pack, read every document and check it against your records. A tidy layout is not evidence that a statement is correct. Explain gaps rather than filling them with guesses. Keep seller-only valuation information out of documents sent to buyers. Ask your own advisers about tax, legal effect, employee matters and any regulated part of the transaction. The product does not rank buyers or tell you which offer to accept.

Common questions