Share Purchase Agreement Australia

A share purchase agreement (SPA) is a legal document that outlines the terms and conditions of a sale or purchase of shares in a company. It`s a crucial document in any business transaction, as it ensures that all parties involved are on the same page about the sale/purchase of shares and the obligations and responsibilities that come with it.

In Australia, share purchase agreements are governed by the Corporations Act 2001, which outlines the legal requirements for such agreements and how they should be drafted and executed.

The SPA usually includes details such as:

– The number and type of shares being sold/purchased

– The purchase price and payment terms

– Any warranties or representations about the shares being sold/purchased

– The conditions precedent to the sale/purchase (e.g., regulatory approvals, due diligence)

– Post-completion obligations, such as the transfer of ownership and any ongoing obligations or liabilities.

It`s important for both parties to seek legal advice when drafting and reviewing the SPA to ensure that it is legally sound and protects their interests. This is especially important for the buyer, who should conduct thorough due diligence on the company to ensure that they are aware of any potential risks or liabilities associated with the shares being sold.

One common issue that can arise in share purchase agreements is the valuation of the shares. It`s important to agree on a fair market value for the shares, and to ensure that any valuations are conducted by qualified professionals. This can help to avoid disputes or legal issues down the line.

Another important consideration is the taxation implications of the sale/purchase of shares. Both parties should seek advice from a tax professional to ensure that they understand the tax implications of the transaction and any potential liabilities they may incur.

In summary, a share purchase agreement is a critical document in any business transaction involving the sale/purchase of shares in a company. It`s important to ensure that the SPA is legally sound and protects the interests of both parties, and to seek legal and tax advice before entering into any agreement.


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