Company purchase agreement

Shares and cash deal
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Document overview

A comprehensive company purchase agreement. Company owns property too. Agreement includes full set of warranties and draft form of disclosure letter. Suitable agreement for any size of company, in any industry. The purchase price is part paid in cash and part in shares of the buyer.
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  • Length:25 pages (7300 words)
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About this document

This is a straight forward company purchase and sale agreement. The seller takes part of the price in the shares of the buyer but apart from that, the deal is simple. However, the buyer is protected by very comprehensive warranties. The principle of warranties is covered very fully in the drafting notes provided.

This agreement can be used for high value transactions and for any sort of business. We do offer variants on the deal you may wish to negotiate, as set out in the table below.

Use the table to select which best suits you. This template is suitable for all types of business. You can use this document to buy a car dealership or a dentist’s practice.

 Additional
 Company or GroupAll Shares Bought/SoldFuture Profit GuaranteePart payment in sharesPrice for target profitRetention of part cashFull WarrantiesCo owns real property
IN-CPcsl07GroupYesNoNoNoNoYesYes
IN-CPcsl01CompanyYes3 YearsYesYesYesYesYes
IN-CPcsl03CompanyYesYesYesYesNoYesYes
IN-CPcsl04CompanyYesNoYesNoNoYesYes
IN-CPcsl05CompanyYesNoNoNoNoLimitedNo

You will also receive an example disclosure letter in this pack. We have provided a format as an indication of how a disclosure letter works and a style you could use.

A word about warranties:

Warranties protect the interest of the buyer, who does not have the information available to the seller. It is fair and reasonable for a buyer to demand warranties and for a seller to give them. However, it is quite easy for a buyer to use warranties to "improve" his original deal. So, if you are a seller, do not give a warranty if you do not know whether it is true, but do be prepared to "go and find out" information that could be within your knowledge.

The document includes 115 individual warranties in sections relating to:

  • General
  • No damaging effect of this agreement
  • Company structure and operation
  • Accounts
  • Cash flow
  • Taxation
  • Guarantees and borrowing
  • Assets
  • Trading and contracts
  • Properties - all
  • Properties let by the company
  • Employment
  • Insurance
  • Intellectual property
  • Information technology

IMPORTANT: use a shareholder agreement too

As this deal entitles the seller to receive shares, immediately on completion of this agreement, the seller should enter into a shareholders' agreement with the existing shareholders of the buyer. All of the detailed control is best exercised through a shareholder agreement.

Application and features

  • This agreement is suitable for any type of trade or business
  • Extensive use of warranties encourages full disclosure by the seller
  • Drawn for the deal to be completed on the same day, not at some future time
  • Suitable for a single company of any size
  • Suitable provisions for contract to cover leasehold, freehold and tenanted property

Other similar templates

If you are not buying all of the shares in a company, you need a share sale agreement.

Contents

  • Agreement for sale
  • Purchase price and how made up
  • New shares to be issued by buyer
  • The retention against warranty or other claims
  • Additional price to be paid for performance over target
  • Completion of the deal and delivery of documents
  • Warranties applicability
  • The warranties
  • Trustees limited Warranties
  • Restrictive agreement to prevent sellers from competing afresh
  • Sellers protection provisions
  • Guarantee provisions
  • Buyer acknowledgement of inspection
  • Various legal provisions usual in a document of this type
  • Shareholdings
  • The warranties
  • Particulars of the properties
  • Pension arrangements
  • Sums for calculation of additional price
Sample company purchase agreementFront cover

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