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 the assignment of IPR by a third party contractor to a company
- as part of the closing documents in an investment transaction
What are the key features?
- 8 clauses over 4 pages
- in the form of a deed between the company and the assigning contractor
- definitions of Developed IPR and Intellectual Property
- assignment and further assurance provisions
- warranties from the assigning contractor as to ownership of the Assigned IPR
What other documents are available?
For a Deed of Assignment of general intellectual property rights by a founder to a company, see
For a Deed of Assignment of registered and unregistered trade marks, see
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Updated by a lawyer on 30/06/2025
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