Disclosure Letter — Share Purchase Agreement (England & Wales)

When a company is sold by way of its shares, the seller must formally disclose everything that could affect the buyer's decision to proceed — and do so in a legally binding document that qualifies the warranties given in the Share Purchase Agreement. This lawyer-drafted Disclosure Letter is the complete, transaction-ready document used by UK law firms in live share deals, ensuring the seller's position is properly protected and the buyer receives full and formal notice of all relevant matters before Completion.

What This Template Does

In any share purchase transaction, the seller gives the buyer a suite of warranties about the company and its affairs. The Disclosure Letter is the mechanism by which the seller qualifies those warranties — formally notifying the buyer of any facts or circumstances that are inconsistent with the warranties as given. Without a properly drafted Disclosure Letter, the seller has no protection against warranty claims arising from matters the buyer already knew about or could reasonably have discovered.

This letter operates alongside the Share Purchase Agreement and the Disclosure Bundle — the collection of documents formally shared with the buyer during the due diligence process. Together they create a complete and binding record of everything disclosed before Completion, protecting the seller against claims and giving the buyer certainty over the basis on which the transaction proceeds.

This is not a simplified approximation. It is the document UK lawyers produce at the outset of every share sale transaction. Now it is yours.

What's Inside

This template covers every element required to produce a legally compliant and commercially effective Disclosure Letter for a share purchase transaction:

• Formal Disclosure Framework — Establishes the Disclosure Letter as the formal disclosure mechanism under the Share Purchase Agreement, confirming that all disclosed facts and circumstances qualify the warranties given by the seller in the agreement as a whole — not merely the specific warranty to which each disclosure relates

• General Disclosures — A comprehensive suite of deemed disclosures covering all matters that would be revealed by standard due diligence searches, including Companies House records, HM Land Registry searches, local authority and public register searches, title deeds and property inspections, correspondence between the parties and their advisers, annual accounts of the company, UK Intellectual Property Office records, NOMINET domain name searches, the Data Protection Public Register maintained by the Information Commissioner, and all matters of which the buyer ought reasonably to be aware as affecting a business of a similar nature

• Specific Disclosures — A structured section for the seller to set out any specific facts, matters or circumstances that qualify individual warranties in the Warranty Schedule — providing the seller with targeted protection against warranty claims on known issues

• Disclosure Bundle — Formal provision for the bundle of documents annexed to the Disclosure Letter, with a structured Appendix listing all documents formally disclosed to the buyer as part of the transaction and forming part of the seller's disclosure against the warranties

• Buyer Acknowledgement — A formal acknowledgement requiring the buyer to sign, date and return a copy of the Disclosure Letter, confirming receipt and acceptance of the disclosures made and creating a binding record that the buyer has reviewed and accepted the seller's position

• Counterparts — Provides for execution in counterparts, reflecting standard practice in UK share sale transactions and ensuring the letter can be signed by the parties separately without affecting its validity

• Governing Framework — Operates in conjunction with the Share Purchase Agreement, with all defined terms carrying the same meanings as in the agreement — ensuring consistency and precision across the transaction documents as a whole

Who Needs This

This document is essential for:

• Sellers in share purchase transactions who need to formally qualify the warranties given in their Share Purchase Agreement and protect themselves against warranty claims arising from matters disclosed to the buyer before Completion

• Buyers acquiring shares in a UK private limited company who need a formally documented record of everything the seller has disclosed, providing certainty over the basis on which the warranties were given and the transaction proceeds

• Solicitors and legal professionals managing share sale transactions who need a complete, transaction-grade Disclosure Letter to sit alongside the Share Purchase Agreement at Completion

• SMEs and owner-managed businesses going through their first share sale who need a professionally drafted disclosure document that meets the requirements of English law without instructing a specialist corporate lawyer

• Any party to a share purchase transaction where the seller is giving warranties and needs formal legal protection against claims arising from matters already known to the buyer

Why This Document Matters

A seller who gives warranties in a Share Purchase Agreement without a properly drafted Disclosure Letter has no protection against claims arising from matters the buyer already knew about. Without formal disclosure, even information shared openly during negotiations may not qualify the warranties — leaving the seller exposed to claims they had no reason to anticipate. In a transaction context, the Disclosure Letter is not an optional add-on — it is an essential transaction document that sits at the heart of the deal. This document eliminates that risk and creates a clear, binding record of everything disclosed before Completion.

Why Buy From Us

This Disclosure Letter has been used in real share purchase transactions by qualified UK lawyers. Every provision — from the general disclosures and the specific disclosure framework to the Disclosure Bundle and buyer acknowledgement — reflects how this document is drafted and used in live UK share sale transactions. You receive a fully editable Word document, ready to be tailored to your transaction, your company and your parties.

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