Share Purchase Agreement: single company completion accounts

When do I use this document?

• for the sale and purchase of a company which is not part of a corporate group
• for the sale of a company by a single seller
• for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
• when the consideration is paid in cash at completion
• with a post-completion adjustment to the consideration based on the net current assets of the target company at completion

What are the key features?

• full-form SPA with 22 clauses and 5 schedules over 38 pages
• process for the sale and purchase of shares and completion deliverables
• post-completion adjustment to the purchase price, based on the net current assets of the company and determined by completion accounts
• warranties from the seller relating to the target company
• seller limitations from liability under the warranties
• provision for indemnities for specific issues
• restrictive covenants from the seller
• tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

• Share Purchase Agreement – single company
• Share Purchase Agreement single company, conditional
• Share Purchase Agreement single company, completion accounts and earnout
• Share Purchase Agreement single company, multiple sellers