Due diligence checklist: share purchase

When do I use this document?

• for a services agreement between a shareholder and a joint venture company
• for a range of services, including office facilities, IT support and accounting, tax and HR services
• for a JV company which is a private limited company incorporated in England and Wales

What are the key features?

• 23 clauses and one schedule over 13 pages
• range of services to be provided, to be adapted to suit the circumstances
• fees and third party costs to be paid to the service provider
• limitations of liability for the service provider
• termination provisions, including the service provider ceasing to be a shareholder in the company

When do I use a shareholder operational services agreement?

A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture.  The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.

Operational services that a shareholder may offer include:

• office facilities: desk space, meeting room and associated services
• IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
• accounting: preparation of management accounts and assistance with annual statutory accounts preparation
• tax: assistance with the company’s tax filings and compliance
• personnel: support with payroll, recruitment and HR related matters
• insurance: participation in group insurance schemes and policies

The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.