Share Purchase Agreement (SPA) — Word & PDF Template

This Share Purchase Agreement (SPA) governs the sale and purchase of shares in a private limited company. It sets out the price, completion mechanics, seller’s warranties, indemnities and conditions, providing buyers and sellers with a robust framework for a share acquisition in England and Wales.

Who is this template for?

It is designed for buyers and sellers of shares in private companies, including business owners, investors and acquirers, together with their advisers. It suits straightforward share acquisitions where the parties want a clear allocation of price, risk and warranties.

What does the template include?

The agreement is fully structured and covers the key terms of a share sale:

• Parties — the seller and the buyer.
• Shares Being Sold — the shares and the company.
• Purchase Price and Payment — the price and how it is paid.
• Completion — the completion process and deliverables.
• Conditions Precedent — matters to satisfy before completion.
• Seller’s Warranties — the seller’s assurances about the company.
• Warranty Limitations — limits on the seller’s liability.
• Buyer’s Warranties — the buyer’s assurances.
• Indemnities — specific protection for identified risks.
• Confidentiality — protection of deal information.
• Governing Law — England and Wales jurisdiction.
• Entire Agreement — the contract as the complete agreement.
• Signatures — execution by both parties.

Easy to customise

The template works in Microsoft Word, Google Docs and LibreOffice. Simply fill in the highlighted fields, tick the relevant checkboxes and edit any clauses to suit your arrangement. No special software is required.

Format and scope

The document downloads as an editable Word (.docx) file and a ready-to-print PDF, formatted to A4. It is drafted for use in England and Wales with light, general legal references.