Share Purchase Agreement: single company completion accounts
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.
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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:
When do I use this document?
- for a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 27/06/2025
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