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Stock Purchase Agreement Private Company Template for India

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Key Requirements PROMPT example:

Stock Purchase Agreement Private Company

"I need a Stock Purchase Agreement Private Company for the sale of 100% shares in a technology startup based in Bangalore, with completion expected by March 2025 and including specific warranties about intellectual property and customer contracts."

Document background
The Stock Purchase Agreement Private Company is a crucial transaction document used in India when transferring ownership of shares in a private company. It is particularly relevant in scenarios such as complete or partial exits by existing shareholders, strategic investments, or corporate restructuring. The agreement must be drafted in compliance with Indian legislation, including the Companies Act 2013, Securities Contracts (Regulation) Act, and where applicable, FEMA regulations for foreign investments. The document typically includes detailed provisions on share valuation, payment mechanisms, representations and warranties, conditions precedent, and completion procedures. It requires careful consideration of tax implications, stamp duty requirements, and corporate approvals. The agreement serves as the primary evidence of the transaction terms and helps prevent future disputes by clearly documenting all aspects of the share transfer.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction, including current ownership structure and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and aggregate consideration

5. Purchase Price and Payment: Details of consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Seller's Warranties: Representations and warranties regarding the shares and target company

10. Purchaser's Warranties: Representations and warranties from the purchaser

11. Tax Matters: Tax-related provisions, indemnities, and obligations

12. Confidentiality: Provisions regarding confidential information and announcements

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for key employees are part of the transaction

3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

4. Break Fee: Include when parties want to specify damages for transaction failure

5. Foreign Investment Compliance: Include when foreign investors are involved

6. Escrow Arrangements: Include when part of purchase price is held in escrow

7. Board Composition: Include when changes to board structure are part of the transaction

8. Regulatory Compliance: Include when specific regulatory approvals are required

9. Intellectual Property Rights: Include when IP assets are significant to the transaction

Suggested Schedules

1. Details of the Shares: Complete description of shares being transferred including share certificate numbers

2. Purchase Price Calculation: Detailed breakdown of purchase price calculation methodology

3. Conditions Precedent: Detailed list of all conditions precedent

4. Completion Obligations: Detailed list of documents and actions required at completion

5. Warranties: Comprehensive list of seller's warranties

6. Disclosure Letter: Exceptions and qualifications to warranties

7. Company Information: Key details about the target company including corporate information

8. Material Contracts: List and details of company's material contracts

9. Property Details: Details of company's real estate assets if material

10. Intellectual Property: List of company's IP assets

11. Required Consents: List of third-party and regulatory consents required

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

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Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Financial Services

Retail

Professional Services

Agriculture

Energy

Infrastructure

Education

Telecommunications

Media & Entertainment

Automotive

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Mergers & Acquisitions

Business Development

Executive Leadership

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Company Secretary

Legal Director

Compliance Officer

Finance Director

Investment Director

M&A Director

Business Development Director

Board Member

Managing Director

Private Equity Manager

Transaction Advisory Manager

Industries








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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