Share Purchase Agreement (Private Company — England & Wales)

Buying or selling shares in a private company is one of the most significant transactions you will undertake. This lawyer-drafted Share Purchase Agreement is the complete, transaction-ready document used by UK law firms in live deals — giving you institutional-grade legal protection without the institutional price tag.

What This Template Does

A Share Purchase Agreement is the legal backbone of any share sale transaction. It governs everything from the purchase price and completion mechanics, to the warranties the seller gives about the company, and the protections the buyer relies on if something goes wrong after the deal closes.

This is not a generic online template. It is a real transaction document, drawn directly from live deals handled by qualified UK lawyers. Every schedule, every warranty, every covenant reflects how these agreements are actually drafted and negotiated in the UK market.

What's Inside

This template covers the full lifecycle of a share sale, from exchange through to post-completion obligations:

• Definitions & Interpretation — A comprehensive set of defined terms ensuring precision and clarity throughout the agreement, including Actual Cash, Net Assets, Indebtedness, Book Debts, Warranties and all other defined terms required for a legally sound transaction document

• Sale & Purchase Mechanics — Governs the transfer of shares with full title guarantee, free from all encumbrances, including seller waiver of pre-emption rights and the obligation to deliver executed stock transfer forms at Completion

• Purchase Price & Completion Payment — Sets out the agreed consideration and the mechanics for electronic payment on Completion, with clear provisions confirming that payment constitutes a good and valid discharge of the buyer's payment obligations

• Completion Obligations — A detailed schedule of all documents to be delivered and actions to be taken by both parties at Completion, including share certificates, executed stock transfer forms, the power of attorney, board minutes, PSC notifications, bank account details, digital access credentials and the Disclosure Letter

• Financial Covenants — Protects the buyer by warranting the company's cash position, net assets and indebtedness at Completion, with a structured Dispute Notice process and seller indemnity for any shortfall against the agreed targets

• Warranties — An extensive suite of seller warranties covering every material aspect of the company's affairs, including constitutional documents, compliance, insurance, litigation, contracts, customers and suppliers, finance, insolvency, accounts, assets, intellectual property, IT systems, data protection, employment and tax — with the buyer protected against any matter not formally disclosed in the Disclosure Letter

• Limitations on Claims — Commercially balanced claim thresholds, time limits and exclusions, including a seven-year longstop for tax and title warranties, a 24-month longstop for general warranty claims, minimum claim thresholds, and exclusions for matters disclosed, known to the buyer or arising from post-completion acts

• Tax Covenant — A full and comprehensive tax covenant protecting the buyer against all pre-completion tax liabilities, with detailed provisions governing payment dates, exclusions, over-provisions, savings, recovery from third parties, conduct of tax claims and grossing up obligations — including a buyer's covenant for post-completion tax events

• Indemnities — Specific indemnities protecting the buyer and the company against liabilities arising from CJRS repayments, employment claims, undisclosed employees, auto-enrolment failures, data protection breaches, intra-company liabilities and the transfer of email data

• Post-Completion Restrictions — 24-month non-compete, non-solicitation, non-dealing and non-poaching covenants on the seller, together with permanent restrictions on the use of the company's name and trading identity and prohibitions on reputational harm — protecting the goodwill acquired by the buyer from the moment of Completion

• Power of Attorney — An irrevocable power of attorney granted by the seller to the buyer to act in respect of the shares pending registration, together with a bare trust confirmation and voting direction obligations — ensuring the buyer has full practical control of the shares from Completion

• Seller's Release — A full release by the seller of all claims against the company, its employees and professional advisers as at Completion — protecting the buyer against post-completion claims by the seller connected with their prior involvement in the business

• Confidentiality & Announcements — Controls on disclosure of deal terms and confidential information by the seller following Completion, and mutual restrictions on public announcements without prior written consent

• Schedules — A full suite of transaction schedules including particulars of the company, seller completion obligations, the warranty schedule, the tax covenant, property particulars, IT systems and intellectual property registers

• Governing Law & Jurisdiction — Drafted under English law with exclusive jurisdiction of the courts of England and Wales

Who Needs This

This agreement is essential for:

• Business owners selling their company who want to understand exactly what they are agreeing to — and ensure the terms are fair and the protections balanced

• Buyers acquiring a private company who need a robust, enforceable framework governing price, warranties, indemnities and post-completion protections

• Investors and acquirers conducting cash acquisitions of UK private companies who need a transaction-grade document that reflects how deals are actually structured

• Founders and directors approaching their first exit who need a commercially sound starting point without paying five-figure legal drafting fees

• SMEs and owner-managed businesses accessing the same quality of documentation used in transactions handled by City and regional law firms

Why This Document Matters

A poorly drafted Share Purchase Agreement can leave a seller exposed to unlimited warranty claims, or leave a buyer with no recourse when problems emerge after Completion. Every provision in this agreement — from the financial covenant protections and the limitations on claims to the tax covenant and the post-completion restrictions — has been carefully calibrated to protect both parties and reflect how deals are actually done. This is not a starting point that needs to be rebuilt from scratch. It is a transaction-ready document.

Why Buy From Us

This agreement has been used in real transactions by qualified UK lawyers. Every clause — from the financial covenants and the warranty schedule to the tax covenant, the indemnities and the post-completion restrictions — reflects how deals are actually structured and negotiated in the UK market. You receive a fully editable Word document, complete with all schedules, ready to be tailored to your transaction, your company and your parties.

The document your lawyer would charge thousands to draft. Yours today, for a fraction of the cost.