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Share Purchase Agreement Between Two Individuals

Share Purchase Agreement Between Two Individuals Template for United States

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Key Requirements PROMPT example:

Share Purchase Agreement Between Two Individuals

"I need a Share Purchase Agreement Between Two Individuals for selling 1,000 shares in my tech startup to an angel investor, with payment in three installments and including non-compete provisions, to be completed by March 2025."

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Document background
A Share Purchase Agreement Between Two Individuals is essential when one person wishes to sell their shareholding in a company to another individual. This document is commonly used in the United States for private company transactions, particularly in small businesses, startups, and family-owned companies. The agreement covers crucial elements such as share valuation, payment terms, warranties about share ownership, and compliance with securities regulations. It's designed to protect both parties while ensuring the transaction meets all legal requirements under U.S. federal and state laws.
Suggested Sections

1. Parties: Identifies the seller and purchaser of the shares, including full legal names and addresses

2. Background/Recitals: Sets out the context of the transaction and basic information about the shares being sold

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will take place

6. Seller's Warranties: Basic warranties about share ownership and authority to sell

7. Governing Law: Specifies applicable law and jurisdiction

Optional Sections

1. Conditions Precedent: Conditions that must be met before completion - used when there are specific requirements that must be fulfilled before the sale can complete

2. Due Diligence: Buyer's right to investigate company records - used for larger transactions or when buying significant shareholdings

3. Non-compete Provisions: Restrictions on seller's future activities - used when seller has significant company knowledge or customer relationships

4. Tax Indemnities: Specific tax-related warranties and indemnities - used for larger transactions or complex tax situations

Suggested Schedules

1. Share Certificate Details: Copy or details of share certificates being transferred

2. Company Information: Basic details about the company whose shares are being sold

3. Transfer Form: Standard share transfer form

4. Disclosure Letter: Seller's disclosures against warranties - typically included when extensive warranties are given

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Clauses




























Industries

Federal Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and requirements for exempt transactions (Section 4(a)(2) private placement exemption)

State Securities Laws (Blue Sky Laws): State-specific registration requirements, exemptions, and disclosure requirements that vary by jurisdiction

Uniform Commercial Code: Particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions, if shares are used as collateral)

Tax Laws: Internal Revenue Code, state tax regulations, capital gains tax implications, and transfer tax requirements

Corporate Laws: State corporation laws where the company is incorporated, company bylaws, articles of incorporation, and shareholder agreements

Contract Laws: State-specific contract laws, Statute of Frauds requirements, and common law principles of contract formation

Transfer Restrictions: Company-specific transfer restrictions, right of first refusal provisions, and tag-along/drag-along rights

Anti-fraud Provisions: Federal and state anti-fraud statutes, disclosure requirements, and due diligence obligations

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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