Disclosure Letter: share purchase
Disclosure Letter for use in a company purchase transaction, disclosing to the buyer general and specific matters against the warranties in the Share Purchase Agreement.
Read moreWhen do I use this document?
- as the disclosure letter to be delivered at closing of a Share Purchase Agreement
- for general and specific disclosures to be made by the seller(s) under the SPA
What are the key features?
- in letter form from the seller(s) to the buyer
- introductory paragraphs, linking the disclosure letter and disclosures to the warranties in the SPA
- general disclosures of certain matters, including:
- the contents of the disclosure documents, which are usually the documents provided to the buyer during due diligence and to be set out in an index to the disclosure letter
- in relation to commercial property, matters available from public searches
- matters which would be available from:
- a Companies House search of the target company
- a winding-up search on the target company
- a search of the UK Intellectual Property Office
- matters disclosed in correspondence between the parties and their advisers
- specific disclosures against the warranties to be included in table form
What other documents are there?
For a disclosure letter for use in a business purchase transaction, see BUS004.001 Disclosure Letter – business purchase. For a disclosure letter for use in investment transaction, see
When do I use this document?
- as the disclosure letter to be delivered at closing of a Share Purchase Agreement
- for general and specific disclosures to be made by the seller(s) under the SPA
What are the key features?
- in letter form from the seller(s) to the buyer
- introductory paragraphs, linking the disclosure letter and disclosures to the warranties in the SPA
- general disclosures of certain matters, including:
- the contents of the disclosure documents, which are usually the documents provided to the buyer during due diligence and to be set out in an index to the disclosure letter
- in relation to commercial property, matters available from public searches
- matters which would be available from:
- a Companies House search of the target company
- a winding-up search on the target company
- a search of the UK Intellectual Property Office
- matters disclosed in correspondence between the parties and their advisers
- specific disclosures against the warranties to be included in table form
What other documents are there?
For a disclosure letter for use in a business purchase transaction, see BUS004.001 Disclosure Letter – business purchase. For a disclosure letter for use in investment transaction, see
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Updated by a lawyer on 10/05/2023
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