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What is a Share Sale Agreement

1          Share Sale Agreements

Shares are sold for a variety of reasons Quite often what a client begins to describe as a simple transfer of shares in fact becomes a sale of business, with one business partner selling out to another. Often the reason for selling shares is that one of the shareholder / directors in a company decides to leave the business.

In addition to selling the shares in the company, the exiting director also wishes to get out of collateral contracts such as the lease of the premises from which the business is conducted and directors guarantees.

A well drafted share sale agreement will not only effectively transfer title in the shares but also protect the rights of the party leaving the business from ongoing liabilities, and leave the remaining parties with ownership of the business assets.

2          Sale shares v sale of business

Selling a business may be effected by selling the shares of the company that owns the business or selling the assets of the business. A sale of the assets of the business is the most common practice.  The new owner does not need to concern themselves with the history of the company and whether it has complied with statutory obligations or paid the right amount of tax. This guide covers the sale of shares. Sale of business assets is covered in a guide dedicated to that topic.

Share sales are characteristically evidenced by an Agreement for Sale of Shares – a detailed agreement containing all the terms and conditions of sale. As in a sale of business assets or property, the agreement contemplates a three-step process in the sale of shares:Certificate and any other documents evidencing title to the shares and ownership of the business.

After the share sale is complete, the transaction must be notified to ASIC. The form to use is ASIC Form 484.

 

 

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Share Sale Agreement Template

A fifteen page Share Sale Agreement Template with six schedules.  The variables are contained in a schedule at the end of the Agreement for ease of drafting.

Share Sale Agreement Template includes:

  • Payment of deposit
  • exchange and completion dates
  • Vendor to deliver financials, tax returns and other documents of transfer
  • Warranties and confidentiality
  • GST clauses

Suitable for share sales which does not involve a sale of business or where the underlying business structure is simple.

This download Share Sale Agreement is 15 pages long.

Share Sale Agreement

This information is not legal information provided by Precedents Online or it’s Authors.  It is for General Information only and to be used accordingly.

Consider the real reason behind your decision to sell your business, and make sure it’s the right one for you. This is a common question that potential buyers will ask, ‘Why are you selling your business?’.

If you’re thinking of selling because of financial problems, consider about getting professional advice from a business adviser to make sure selling is the right decision. Selling your business may result in additional obligations to pay, such as employee entitlements or tax amounts from asset sales.

Share Sale and Purchase Agreement is an agreement for the sale and purchase of a stated number of shares at an agreed price. The shareholder selling their shares is the seller and the party buying the shares is the buyer. This agreement details the terms and conditions of the sale and purchase of the shares.

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share sale agreement (simple)

 

Share Sale Agreement (Simple)

A basic form of Share Sale Agreement.  The variables are contained in a schedule at the end of the Agreement for ease of drafting.

It includes:

§  Payment of deposit

§  exchange and completion dates

§  Vendor to deliver financials, tax returns and other documents of transfer

§  Warranties and confidentiality

§  GST clauses

Suitable for share sales which does not involve a sale of business or where the underlying business structure is simple.

This Share Sales Agreement is 9 pages long.

Share Sale Agreement

This information is not legal information provided by Precedents Online or it’s Authors.  It is for General Information only and to be used accordingly.

purchase and sale agreement (PSA) is an agreement between a buyer and a seller of real estate propertycompany stock, or other assets.

The person, company, or other legal entity acquiring, receiving, and purchasing the property, stock, or other assets is referred to as the buyer and the entity disposing, conveying, and selling the assets is referred to as the seller.[1] A PSA sets out the various rights and obligations of both the buyer and seller, and might also require other documents be executed and recorded in the public records, such as an assignment, deed of trust, or farmout agreement.[2]

In the oil and natural gas industries, a PSA is the primary legal contract by which companies exchange oil and gas assets (including stock in an oil and gas business entity) for cash, debt, stock, or other assets

 
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