A neutral-form, simple share sale and purchase agreement between a Buyer and a Seller, without warranties, suitable for a straightforward sale or transfer of shares in an English private company (for example between known parties or within a group). Governed by the law of England & Wales.
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use. - This is a bare-bones agreement with no warranties or indemnities, the Buyer takes the shares (and the company's underlying liabilities) as they are. Only use a no-warranty form where the Buyer genuinely accepts that risk (e.g. an intra-group transfer, or a buyer who has full knowledge). For an arm's-length purchase, the Buyer should insist on warranties (see our SPA guide). - Before signing, check the company's articles, any shareholders' agreement, and any transfer restrictions, pre-emption rights or director approval requirements. These can prevent or delay a transfer and may require notices, waivers or board resolutions as completion steps.
Mechanics: completion normally involves a signed stock transfer form and payment, but legal registration of the buyer as holder depends on the company registering the transfer in accordance with its articles and any required board approval or other formalities. A new share certificate is then issued. Stamp duty is payable by the Buyer at 0.5% on consideration over £1,000 (rounded up to the nearest £5).
- Have a solicitor review before use.
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THIS SHARE SALE AND PURCHASE AGREEMENT is made on [DATE]
BETWEEN (1) [SELLER NAME] of [ADDRESS] (the "Seller"); and (2) [BUYER NAME] of [ADDRESS] (the "Buyer").
Agreed terms
1. Sale of shares. The Seller sells, and the Buyer buys, [NUMBER] [ordinary] shares of £[NOMINAL] each in [COMPANY NAME] (no. [NUMBER]) (the "Shares"), with full title guarantee, free from all encumbrances, with effect from Completion.
2. Consideration. The price for the Shares is £[AMOUNT] (the "Consideration"), payable at Completion [by electronic transfer].
3. No warranties. The Buyer acknowledges that the Shares are sold without any warranties, representations or indemnities of any kind (express or implied, and save for the title guarantee in clause 1), and that it has satisfied itself as to the Company and the Shares. [So far as permitted by law, any statutory implied terms are excluded.]
4. Completion. Completion takes place on [DATE] at [PLACE], when:
- the Seller delivers a duly executed stock transfer form for the Shares, the relevant share certificate(s) (or an indemnity for any lost certificate), and [any resignations/board consents required]; and
- the Buyer pays the Consideration.
5. Registration and stamp duty. After Completion the Buyer is responsible for paying any stamp duty and arranging for the transfer to be registered in the Company's register of members and a new certificate issued.
6. Further assurance. Each party will do all things reasonably necessary to give effect to this Agreement and to vest the Shares in the Buyer.
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]: __________________ Date: [DATE] Signed by [BUYER]: __________________ Date: [DATE]
--- This template is a starting point and not legal advice. A no-warranty purchase leaves all risk with the buyer, for an arm's-length deal you should take advice on warranties and indemnities. Have a qualified solicitor review and adapt this before use. Governing law: England & Wales.