Review the share sale agreement against the constitution before the deal moves ahead

Because the agreement may say one thing while the company's internal rules point in another direction. Constitutions can contain transfer restrictions, approval requirements, pre-emption rights or procedural steps that affect whether the proposed sale can complete cleanly. If those points are missed, the deal can stall late in the process or require extra documents and approvals. Reviewing both documents together helps identify whether the sale terms actually fit the company's governance position, rather than treating the agreement as if it operates in isolation.

It commonly picks up issues around transfer mechanics, warranties, liability wording, completion deliverables, approval steps and any mismatch between the sale agreement and the constitution. We also look for unclear drafting, missing protections and practical points that may matter after signing or at completion. For example, a constitution may contain restrictions that are not reflected in the agreement, or the agreement may assume records and approvals are already in order. The review is aimed at those document-level issues, not running the whole transaction on your behalf.

The review is strongest when we have the current share sale agreement, the latest constitution and any key context that affects the transaction. That might include whether there are existing shareholder agreements, side letters, different share classes, historic transfers or known approval requirements. Completion steps can depend on the company records and any existing shareholder arrangements, so up-to-date records matter. If something important sits outside the two main documents, we can flag that as a further issue to check rather than making assumptions about the position.

Not always. A template may cover basic sale mechanics, but it will not necessarily match the company's constitution, the share rights on issue or the risk allocation the parties have actually agreed. In share sales, relatively small wording points can affect warranties, completion obligations, post-sale restrictions or who carries liability if something later goes wrong. A review is particularly useful where there are founders, investors, multiple shareholders or older company records that may not be perfectly aligned with the proposed transaction.

The review can identify where records or approvals may need attention, but it does not include carrying out a full records audit or obtaining approvals for you. Completion may depend on corporate records and approvals, and sometimes that is where the real issue sits rather than in the wording of the sale agreement itself. We can point out where board minutes, shareholder approvals, registers or historic documents appear relevant. If you need broader transaction support, ancillary drafting or completion assistance, that would usually be separate work.

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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.

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