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Sales Of Shares Agreement Template for England and Wales

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales Of Shares Agreement for the sale of 60% of shares in my UK-based technology startup to a venture capital firm, with an earn-out mechanism based on performance targets for the next three years and appropriate non-compete provisions."

Document background
A Sales Of Shares Agreement is essential when transferring ownership of shares in a company registered in England and Wales. This document is commonly used in corporate acquisitions, investment exits, and business restructuring. It includes crucial elements such as the sale price, payment terms, warranties about the company's condition, and various protections for both buyer and seller. The agreement must comply with the Companies Act 2006 and other relevant English legislation, and typically requires careful consideration of tax implications, especially regarding Stamp Duty.
Suggested Sections

1. Parties: Identification and details of seller(s) and buyer(s)

2. Background/Recitals: Context of the transaction and company details

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer

5. Consideration: Purchase price and payment terms

6. Completion: Details of when and how the transfer will complete

7. Seller's Warranties: Standard warranties about the shares and company

8. Governing Law and Jurisdiction: Specification of applicable law and courts

Optional Sections

1. Earn-out Provisions: Additional provisions used when part of payment is contingent on future performance targets being met

2. Non-compete Clauses: Restrictions on seller's future activities to protect the purchased business

3. Tax Covenant: Specific tax-related promises and indemnities for larger transactions or identified tax risks

4. Restrictive Covenants: Additional business protection provisions when seller remains active in the market

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being sold including class, number and nominal value

2. Schedule 2 - Warranties: Comprehensive list of warranties about company and business operations

3. Schedule 3 - Company Information: Key details about the target company including corporate information and financial statements

4. Schedule 4 - Completion Requirements: List of documents and actions required at completion

5. Schedule 5 - Property Schedule: Details of company property assets including owned and leased properties

6. Schedule 6 - Intellectual Property: Details of IP owned by company including patents, trademarks and copyrights

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering share transfer provisions, share capital requirements, directors' duties, and company registration requirements

Financial Services and Markets Act 2000: Regulates financial services industry including regulatory requirements for share transfers, financial promotion rules, and requirements for regulated activities

Finance Act 2003: Contains provisions regarding Stamp Duty and tax implications related to share transfers

Income Tax Act 2007: Governs tax treatment of share sales and Capital Gains Tax implications for share transactions

Money Laundering Regulations 2017: Sets out due diligence requirements and verification procedures for parties involved in financial transactions

Takeover Code: Regulates takeovers and mergers, particularly relevant for public companies or large private transactions

EU Retained Law: Relevant retained EU regulations post-Brexit, including competition law considerations that affect share sales

Data Protection Act 2018/UK GDPR: Governs the handling and protection of personal data during due diligence and transaction processes

Common Law Principles: Established case law principles regarding contract formation and enforcement in England and Wales

Equitable Principles: Fundamental principles of fairness and equity that supplement common law in English legal system

Corporate Governance Requirements: Rules and principles governing company management and administration, including relevant codes of practice

Stock Exchange Rules: Specific regulations applicable to listed companies or those trading on regulated markets

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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