Share Purchase Agreement: single company completion accounts

Name: Company Share Purchase Agreement: Single Company
SKU: SPA009.001
Price: 120.00 GBP
Availability: InStock

Share Purchase Agreement for a company which is not part of a group of companies from a single seller, with the consideration being subject to a completion accounts adjustment.

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:

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£120.00 exc VAT

Updated by a lawyer on 27/06/2025

Updated By a lawyer on 05/10/2023

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Share Purchase Agreement: single company completion accounts