What is a Stock Purchase Agreement?

A Stock Purchase Agreement (SPA) is a contract for the sale and purchase of shares in a company. It sets out how many shares are being sold, the price, the conditions to completion, and the promises (warranties) each side makes. It is used when an investor buys in, when a shareholder sells out, or when a company changes hands.

When you need one

Any time shares change hands for value — an investment, a buy-out, or a founder exit — you need a written SPA to record exactly what was agreed and to allocate risk.

What it covers

  • Seller, buyer and the shares being sold.
  • Purchase price and payment terms.
  • Conditions to completion.
  • Warranties and indemnities.
  • Completion mechanics and post-completion obligations.

Create your Stock Purchase Agreement

Answer a few questions and download your SPA. Related: Shareholder Agreement, SAFE.

FAQ

Is a Stock Purchase Agreement the same as a Shareholder Agreement?

No. The SPA governs the one-off sale of shares; a Shareholder Agreement governs the ongoing relationship between shareholders.