Share Sale Agreement

What is a share purchase agreement?

A share purchase agreement is a legally binding contract used to transfer ownership of shares from a seller to a buyer in a company. This document sets out the key terms of the transaction, including the number of shares being sold, the purchase price, the completion date, and the rights and obligations of both parties. A share sale contract can be used in a wide range of daily situations, for example:

• when an existing shareholder wishes to exit the company;
• when a new investor plans to acquire shares in a company;
• when an existing shareholder plans to sell part of their shares to a third party;
• when startup founders seek new investors to support the company’s growth.

Who should use this share sale agreement template?

Using this private share purchase agreement can be suitable for:

• shareholders seeking new investors to sell shares in their company;
• startup founders inviting new shareholders;
• shareholders willing to sell or transfer part or all of their shares to third parties;
• individual buyers intending to acquire shares in an Australian public or private company.

It is important to note that this share sale agreement template cannot be used for gifting or donating shares.

What should be included in a share sale agreement template?

A well-drafted and solid private share purchase agreement must include a number of important elements.

Details of the Parties

The text of a share sale contract should outline identification details of the parties involved:

• full legal name;
• ACN or ABN number for companies;
• mailing or registered business address;
• contact email or phone number.

Details of the Company

In this section of a share purchase agreement, parties must outline full information about the shares that are being sold, including:

• full name and type of a company;
• company’s ACN or ABN number;
• company’s registered business address;
• amount of shares being transferred;
• par value of one share in Australian dollars.

All the requested information should be indicated in accordance with the company’s constitution and share certificates.

Share Transfer Details

In this part of a share purchase agreement, Australian parties have to agree on the key elements of a share transfer, including:

• Closing Date. This is the final date by which all transfer formalities should be finalised, and the new share certificate must be transferred to the buyer.
• Payment Terms. The text of the contract should stipulate the total purchase price and how it should be paid, for example, in instalments or in full on a specific date.
• Financial Inspection and Audit. Before the actual transfer, a buyer should be given an opportunity to investigate the current financial status of the company, including all internal documentation.

Confidentiality

It is common for Australian share sale agreements to include a simple confidentiality clause. This clause aims to protect the seller from a buyer’s potential disclosure of all sensitive data known about the company. Such sensitive information may include a company’s tax or financial statements, performance results, information about key employees and others. For an additional extra layer of protection, parties may also enter a separate confidentiality agreement.

Warranties and Representations

This section of a share purchase agreement outlines assurances provided by both parties. The seller typically confirms that they do not guarantee any specific financial performance or success of a company, that a company is being sold “as is” and that the title for the share is free from any encumbrances.

The buyer typically confirms that they have the financial capacity to purchase shares and the legal authority to enter such a transaction.

Australian Share Sale Agreement Checklist

After this private share purchase agreement is ready, parties must follow additional steps.

Read the Document

Both the seller and the buyer must carefully read and revise a share sale agreement, including information about the closing date, price and payment details, and the amount of shares to be transferred. Once all information is correct, parties can proceed to the next step.

Sign the Document

All parties involved must sign a share sale contract to make it a legally valid document. Once the document is signed, it does not mean the seller becomes the owner of the shares. Now both parties are required to execute all necessary formalities to finalise the transfer of the title over shares.

Finalise the Transfer

To transfer the full ownership and title over the shares from the buyer to the seller, the parties are required to fulfil the following formalities:

• deliver a new share certificate;
• notify the Australian Securities and Investments Commission about the change of ownership;
• notify the company about the new shareholder (if so required by the company’s constitution or existing shareholder agreement).

How to customise a share sale contract with FasterDraft?

To get a fully customisable document template, follow a few easy steps below:

1. Click the “Create Document” button.
2. Answer simple questions in the form.
3. Select a template’s format – share sale agreement PDF or Word.
4. E-sign the document online.
5. Make a payment.

Your fully customised sharee purchase agreement template is ready for instant download after the purchase.