The acquisition of shares represents the acquisition of the operational activity of a company. None of the existing contracts with the company change. When a shareholder sells his shares in a company, he achieves a total rupture of the relationship between him and the activity concerned. However, the buyer will insist on a number of contractual commitments concerning the company (guarantees) that will continue to bind the shareholder after the sale. A share sale contract is a contract in which the seller sells his share of the stakes in the company and thus transfers to the buyer all rights, ownership, control and responsibility. When drawing up an equity purchase agreement, due diligence must be taken into consideration for the possible interpretation of words and clauses to ensure that they are not ambiguous, the interest and protection of each party, proper performance and other factors. It is important to design and execute the agreement under the supervision of an experienced and qualified lawyer/advisor. A share purchase agreement is a contract for the sale and purchase of a declared number of shares at an agreed price. The shareholder who sells his shares is the seller and the party who buys the shares is the buyer.
This agreement describes the conditions of sale and purchase of the shares. These agreements are non-refundable and non-transferable. If you need any changes or questions, please contact us before downloading. By clicking on the button below, I agree with the general conditions of sale. After closing, the seller of shares assumes no responsibility for the debts of the company that have passed under the responsibility of the new owners. This is due to the fact that a company has a separate legal personality from its directors and shareholders. In comparison, if there is a sale of assets, the seller will retain, with a few exceptions (e.g.B employees), all of the company`s current liabilities, unless he can negotiate with the buyer to take them back with the company. A share purchase agreement (SPA) is a contract that sets out the conditions for the sale and purchase of shares in a company. In addition, in the event of a sale of shares, a buyer does not have the advantage of recording the acquired assets at fair value for tax purposes, which could result in the loss of some of the tax depreciation available to protect future income. Given the above, buyers are sometimes more inclined to sell assets than to sell shares, as there are fewer doubts about undisclosed liabilities and better tax treatment. On the other hand, from a tax point of view, a seller may be better off if he makes a sale of shares.
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