Set out the share sale terms in a properly structured agreement

In a share sale, the buyer is usually taking ownership of the company itself rather than cherry-picking selected assets. That means the agreement needs to deal carefully with price, warranties, indemnities, disclosure, claim limits and completion mechanics. It is often the document that allocates most of the legal and commercial risk between the parties. If it is vague or inconsistent with the agreed deal, problems can arise later over payment, warranty claims or whether key completion steps were properly carried out. The contract needs to match the transaction as it will actually happen.

A share purchase agreement will usually cover the parties, the shares being sold, the purchase price, payment timing, completion deliverables, warranties, indemnities where relevant, confidentiality, claim limitations and any obligations that continue after completion. Some deals also include deferred consideration, restrictive covenants or specific schedules dealing with disclosures and company information. Completion steps can depend on the company records and any existing shareholder arrangements, so the agreement often needs to line up with board approvals, historic allotments, transfer paperwork and related constitutional documents.

The drafting can change significantly depending on whether you are buying or selling, whether there are multiple sellers, how the price is structured and what due diligence has revealed. It also matters whether part of the consideration is deferred, whether management is staying on, and whether there are existing shareholder agreements or gaps in the company records. Those background documents can affect both the wording and the practical completion steps. Tax and accounting consequences may need separate advice, particularly where the commercial structure has been shaped with those issues in mind.

A template may be too blunt for a live share sale. These transactions often involve detailed warranty wording, disclosure mechanics, claim limits and completion actions that need to fit the company history and the negotiated commercial terms. A generic form may include assumptions that do not match your deal, or miss issues created by multiple shareholders, deferred consideration or inconsistent company records. Bespoke drafting is often useful because the agreement needs to sit properly with the actual shareholding position and the documents that support completion.

If the key commercial terms and supporting documents are available, a first draft or review can often be turned around within about a week. Timing may be longer where the structure is still changing, there are several parties involved, or the company records need closer checking before the completion steps can be settled. After the first draft, you can raise points and request changes within the included amendment round. If the matter expands into extended negotiations or wider transaction support, we can discuss separate assistance for that additional work.

Working with us is simple. Start by submitting an enquiry through our website using the form at the top of this page or on our Get Started page. A legal project manager will review your enquiry within 1 business day and reach out to understand your needs.

They'll send you a fixed fee quote outlining costs, scope, and timing. If you're happy, you can accept and sign our engagement letter online. Once that's done, we'll connect you with an expert lawyer who will complete your project via email, phone, or video chat, with the timing confirmed in your quote.

If you're not looking for help with a specific matter, explore our platform, which offers free templates, tools to get your business set up, and even a free tier to get started. Whether you need legal support or just want to browse resources, we've got you covered.

At Sprintlaw, our pricing is transparent and designed for startups and small businesses. Many one-off legal services, including document drafting and reviews, are provided for a fixed fee with an upfront quote before you proceed.

Prices typically range from £100 to £1,500 depending on the complexity and scope of the work. For ongoing support, Sprintlaw Memberships include options such as legal templates, consultations, a legal helpline and credits for services.

If your project is larger or more complex, we will provide a tailored quote after understanding what you need.

Sprintlaw UK operates fully virtually, with the team working online across the UK to provide support to startups and small businesses nationwide. Many of our team are based in London and often meet at co-working offices, but our operations remain fully digital, ensuring flexibility and efficiency for both our clients and team.