Share Purchase Agreement: single company
Share Purchase Agreement for the purchase of a company which is not part of a group of companies from a single seller.
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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 full in cash at completion
What are the key features?
- full-form SPA with 22 clauses and 4 schedules over 33 pages
- process for the sale and purchase of shares and completion deliverables
- 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 an investment transaction
- where the subject company will agree a period of exclusivity with the investor
- for a longer form agreement with strong legal protections for the investor
What are the key features?
- 13 clauses over 6 pages
- definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
- exclusivity undertakings from the company in favour of the proposed investor
- rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs
What other documents are available?
For a shorter form of exclusivity agreement for an investment transaction, see
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Updated by a lawyer on 30/06/2025
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