Stock Purchase Agreement
  • General Information
  • Stock Purchase
  • Complete the Document

Who is Seller?

  • A seller, i.e., a person who transfers their stocks, is:

  • The Seller is:

  • Indicate the full name of Seller:

  • Indicate the full name of company (Seller):

  • Indicate the full residential or business address of Seller:

  • Indicate the full name of the corporation that sells its stocks:

  • Select the corporation's type:

    !

    S Corporation allows profits and losses to pass through to shareholders’ personal tax returns, avoiding double taxation. It has restrictions on ownership (e.g., limited to 100 U.S. shareholders).

    C Corporation is separate from its owners, taxed independently at the corporate level. Profits may be taxed again when distributed as dividends to shareholders (double taxation).

  • Indicate the full business address of corporation:

Who is Buyer?

  • The buyer, i.e., a person who purchases stocks, is:

  • Indicate the full name of Buyer:

  • Indicate the full name of company (Buyer):

  • Indicate the full business or residential address of Buyer:

About this Agreement

  • Select the date on which parties sign this Agreement:

  • Select the state, where the corporation was registered:

    !

    This information could be found in the Corporation’s bylaws or articles of incorporation.

  • Indicate the full name of the corporation that sells its stocks:

  • Select the corporation's type:

    !

    S Corporation allows profits and losses to pass through to shareholders’ personal tax returns, avoiding double taxation. It has restrictions on ownership (e.g., limited to 100 U.S. shareholders).

    C Corporation is separate from its owners, taxed independently at the corporate level. Profits may be taxed again when distributed as dividends to shareholders (double taxation).

  • Indicate the full business address of corporation:

Stock Details

  • How many stocks does the Buyer wish to purchase?

  • Specify the par value of one share (in U.S. Dollars):

    !

    Par value is the nominal value of a share of stock as stated in a Corporation’s articles of incorporation or bylaws.

    It is a share’s minimum price and not its market value.

  • The Seller transfers:

    !

    When a seller transfers all stocks in a corporation, a seller ceases to be a stockholder.

    However, when a portion of a seller’s stocks is being transferred, a seller remains a stockholder of the corporation with the remaining stocks.

Payment Details

  • Specify the total purchase price (in USD) for which the Buyer purchases stocks:

  • The purchase price shall be paid:

  • Select the date, on which the purchase price shall be paid in full:

  • Describe in detail schedule according to which the purchase price shall be paid:

  • Indicate all acceptable payment methods the Buyer can use to pay the purchase price:

Miscellaneous

  • Once the sale-purchase of shares is finalized, the Seller shall not disclose any confidential information about the corporation for the period of:

  • Select the closing date:

    !

    The closing date is the specific date on which the transfer of ownership of stocks is finalized.

    It means that by this day a seller shall transfer their stocks along with a respective share certificate, and the buyer shall pay agreed purchase price in full.

  • Is prior approval from the other stockholders required for the Seller to transfer their stocks?

    !

    A corporation’s bylaws or internal shareholder agreements may restrict a stockholder’s right to transfer shares. Those restrictions may include:

    – to seek a prior approval from the remaining stockholders to make a transfer of shares to a third parties;
    – to offer sale of stock first to the remaining shareholder (i.e., the right of first refusal); or
    – any other limitations.

    Failure to receive such an approval makes a transfer of stocks under the present agreement void (i.e., not legally binding).

  • Is the Seller a party to any existing shareholder agreement with other stockholders of the corporation?

  • Do you want to add a Seller's signature?

  • Add a Seller's signature:

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