Agreement

Share Purchase Agreement (SPA)

A share purchase agreement records the sale and transfer of existing shares by a seller to a purchaser.

SHARE PURCHASE AGREEMENT (SPA)

This Agreement is made on [Date] between [Seller] and [Purchaser]

  1. Parties. This Share Purchase Agreement is executed between [Seller], [Address] (the "Seller") and [Purchaser], [Address] (the "Purchaser") in respect of shares of [Company Name].
  2. Recitals. The Seller owns the Sale Shares and has agreed to sell, and the Purchaser to purchase, the same on the terms herein.
  3. Sale Shares & Consideration. The Seller shall sell [__] equity shares (the "Sale Shares") for a total consideration of Rs. [Amount], with the transfer effective [Effective Date].
  4. Conditions Precedent. Completion is conditional upon board/shareholder approvals, regulatory consents and satisfactory due diligence being obtained on or before the Long Stop Date.
  5. Completion & Obligations. On Completion, the Seller shall deliver duly executed share transfer forms (SH-4) and the Purchaser shall pay the consideration.
  6. Title. The Seller warrants full legal and beneficial title to the Sale Shares, free from all liens, charges and encumbrances.
  7. Representations & Warranties. The Seller gives the warranties in Schedule I as to the Company's affairs, accounts, taxes, litigation and compliance.
  8. Indemnity. The Seller shall indemnify the Purchaser against loss arising from breach of warranty or undisclosed liability, subject to the agreed caps and time limits.
  9. Confidentiality. The parties shall keep the terms of this Agreement and the transaction confidential save as required by law.
  10. Non-Compete. The Seller shall not compete with the Company's business for [__] months from Completion within [Territory].
  11. Term & Termination. This Agreement may be terminated if conditions precedent are not satisfied by the Long Stop Date, without prejudice to accrued rights.
  12. Governing Law & Jurisdiction. This Agreement is governed by the laws of India and subject to the jurisdiction of courts at [City].
  13. Dispute Resolution. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City].

IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.

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[Seller]
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[Purchaser]
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Witness 1: [Name & Address]
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Witness 2: [Name & Address]

Before you use it — fill in / check

  • Seller
  • Purchaser
  • Purchase consideration
  • Effective date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.