A simple share purchase agreement between a Buyer and a Seller, with no warranties, suitable for an intra-group restructure or transfer under the law of England & Wales.
⚠️ No warranties (limited use. This template gives the Buyer no protection (no warranties or indemnities). It is only appropriate where Buyer and Seller are under common control (an intra-group transfer) or where the Buyer is genuinely content to buy "as is". For an arm's-length acquisition from an unconnected seller, a Buyer should insist on a full agreement with warranties and disclosure) do not use this template for that.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Stamp duty: transfers of shares are generally subject to Stamp Duty at 0.5% where the consideration exceeds £1,000, the Buyer usually pays and the stock transfer form must be stamped. - Update the target company's statutory registers and file as needed. - Have a solicitor review before use.
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THIS AGREEMENT is made on [DATE]
BETWEEN (1) [SELLER NAME] of [ADDRESS / COMPANY NUMBER] (the "Seller"); and (2) [BUYER NAME] of [ADDRESS / COMPANY NUMBER] (the "Buyer").
Background
The Seller owns the Sale Shares (below) in [TARGET COMPANY NAME] (company no. [NUMBER]) (the "Company") and has agreed to sell them to the Buyer on the terms of this Agreement.
Agreed terms
1. Definitions. "Sale Shares" means [NUMBER] [ordinary] shares of £[VALUE] each in the Company, being [PERCENTAGE]% of its issued share capital.
2. Sale and purchase. The Seller sells, and the Buyer buys, the Sale Shares with full title guarantee, free from all encumbrances and with all rights attaching to them, with effect from Completion.
3. Price. The price for the Sale Shares is £[AMOUNT], payable in full at Completion [by [METHOD]].
4. Completion. Completion takes place on [DATE], when the Seller delivers: (a) a signed stock transfer form for the Sale Shares; (b) the share certificate(s) (or an indemnity for any lost certificate); and (c) evidence of board approval to register the transfer; and the Buyer pays the price.
5. No warranties. The Buyer acknowledges that the Sale Shares are sold without any warranties, representations or indemnities of any kind, and that it has satisfied itself as to the Company. (See the warning above, appropriate for intra-group/connected transfers only.)
6. Further assurance. Each party will do all things reasonably necessary to give effect to this Agreement, including procuring registration of the transfer.
7. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed by [SELLER NAME]: __________________ Date: [DATE]
Signed by [BUYER NAME]: __________________ Date: [DATE]
--- This template is a starting point and not legal advice. A no-warranty agreement gives the buyer no protection and suits connected/intra-group transfers only, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.