A stock purchase agreement is a legal contract that records the transfer of ownership of shares between a seller and a buyer. Use the free FormsPal stock purchase agreement template below to build the agreement online, or download it as a PDF or Word file and fill it in yourself.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
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Shares are commonly sold when a business wishes to raise money or for some other agreed-upon compensation. When it comes to small business entities or startups, they might offer shares as a benefit for employees to attract talented specialists or to expand the business. The purchaser, in their turn, may expect to receive dividends on their investment.
This type of purchase agreement is used to record the important details of the transfer such as the number of shares, the price per share, the effective date of the sale, and gives both seller and buyer desired legal protection. Along with that, the agreement comprises specific terms and conditions that present the nature of the contractual agreement.
When the transaction is being closed, the seller has to transfer ownership of the stock certificates, while the buyer is obligated to pay the stock price mentioned in the document.
A stock purchase agreement has a handful of standard parts, from the names of both sides to the price and the signatures. There are certain key provisions that should be included in every stock purchase agreement. Among such provisions are:
A share repurchase agreement is a document that solidifies repurchasing of a company’s shares from its stockholders and putting them back in the name of the issuing entity. It is typical for established corporations that have enough funds to buy shares while still having money to cover their operating costs. When shares are redeemed and the ownership is returned to the company, there is commonly an increase in the value of the remaining stock.
A share purchase agreement allows transferring shares between individuals. The ownership of shares would be transferred between stockholders and persons wanting to purchase stock certificates of the company. The latter would not act as the party in the agreement.
Stock can be bought in two ways – directly from the company with the use of a purchase agreement or online through an online stockbroker. It will depend on whether or not the company sells its shares publicly. Here, we will consider the procedure of buying shares of stock directly from a business.
First, the seller should get a stock purchase letter of intent from the purchaser who wants to buy a limited number of shares in the company. The letter should explain the proposed sale. The signing of the document signifies the seller’s consent to start negotiations with a particular purchaser.
To get a good letter of intent template, you can use one provided on our website.
After the seller signs the letter of intent, the purchaser gets the right to get all the documents they need to be sure of the purchase. These might be financial reports, agreements, etc. The procedure is aimed at helping the buying party be sure that the seller represents their business truthfully.
After checking the company’s documents, the parties craft a stock purchase agreement and sign it. The signing should be followed by the immediate closure of the sale with the money being exchanged for the company’s shares. After this, the purchaser can be considered a new legal owner of the stock certificates.
If you are concerned about including all of the details in a stock purchase agreement, make sure to use our online document builder. It will offer you to answer some questions regarding the stock certificates, the company that issued them, and the purchaser.
In about 10 minutes, you will get a well-crafted agreement that will comprise all of the information that is required for such type of documents. Your stock purchase agreement will be easy to download and print.
The steps below follow the FormsPal Stock (Shares) Purchase Agreement template, a six-page form with 23 fields. Build it online with our form-building software, or download the PDF and complete it with the FormsPal PDF editor. Every step names the part of the form it covers.
The screenshots under each step show the FormsPal Stock (Shares) Purchase Agreement template filled with sample entries in blue, so you can see where each answer goes. The names, addresses, dates and amounts are examples only.
Date, Buyer and Seller
In the opening paragraph, enter the date of the agreement, then the Buyer’s name and address and the Seller’s name and address.
Describe the shares (Section 1)
In Section 1, write the name of the corporation, its state of incorporation, the class or series, the par value per share and the number of shares being sold.
Purchase price (Section 3)
In Section 3, enter the total price the Buyer pays for all the shares at closing. The preprinted text words it as payment in cash or certified funds.
Percentage interest (Section 4(e))
In Section 4(e), enter the percentage of the company’s issued and outstanding shares that these shares represent.
Closing date (Section 6)
In Section 6, enter the date of the closing. The preprinted text also lets the parties agree on another time and place.
Contingencies (Section 6(c))
In Section 6(c), tick None, the financing contingency, or Other contingencies, then write the contingency on the line.
Sign for Buyer and Seller
On page 6, under BUYER and under SELLER, sign on the By line, then print the name and the title of the person signing.
A longer stock purchase agreement spells out many more clauses than the six-page FormsPal template. Each clause below is a topic that buyers and sellers often talk through before they sign. Reading them first makes a longer contract easier to follow.
The document should start with the names of the seller and purchaser entering into the agreement and their mailing addresses. It should also specify the date when it was created.
Next, include the definitions – main terms that will be used in the document. This will help both the seller and buyer stay on the same page and don’t face any ambiguity regarding the definitions of the terms in the contract. The more definitions are provided in this section, the less likelihood is there that the seller and purchaser will face misunderstandings on the transaction-related matters.
It might be assumed that the definitions mentioned here are standard terms. However, reading through them thoroughly is a must-do, as they might drastically change the meaning of sections of the agreement depending on how they are defined in the Definitions section. The terms that require special attention are “liabilities”, “seller’s knowledge”, “material adverse effect”, etc.
The provision that comes further should describe the business entity behind the shares, mentioning its name, mailing address, and formal business address.
As well as that, it should specify the purchase price per share, the number of shares, and their class or series.
A piece of information that should go next is the total amount of money the buying party should pay to the seller, that is, the amount that will be expected from the purchaser on the closing date. The payment method that can be used should also be mentioned here. In addition, the section might specify whether any payments should be made to an escrow agent if one is involved.
It is typical to mention that the buying party first pays the percentage (deposit) within a certain time after signing of the agreement, and then pays the base purchase price at the finalization of the sale.
Further, specify the closing date and place. The section should state the last day when the buyer can acquire the stock under the terms of the contract.
The next thing to cover in the document should be the representations and warranties provided by the selling party.
It should state that:
The next step is writing representations provided by the purchaser.
In this section, the buying party should affirm that:
Here should also be the statement that the purchaser will have sufficient funds that will be immediately available at the closing.
The next provision should touch on the broker’s fees stating that the seller is responsible for paying them.
A stock purchase agreement should include information about the actions before the closing date. The section is called Covenants and lists the actions the seller should cause the purchased business(es) to refrain from, for example, bringing change to the company’s capitalization, amending articles of incorporation or bylaws, etc.
The document should have the section called Additional Agreements that should tell about the existing agreements related to access to information, confidentiality, insurance, etc.
The next provision should include information regarding the employees in the purchased companies. It should list potential employee issues, such as bonuses and benefits.
In the tax matters section, the document should state who is liable for paying taxes, filing tax returns, etc.
The agreement apart from previous provisions should comprise the clause about the termination of the contract. It might happen due to mutual consent of the seller and buyer, by either of the parties if the closing did not take place due to failure of certain conditions, in case of the issuance of a certain governmental order, by either of the parties in case of breaching any of the other party’s covenants, etc.
Stock purchase agreements should also contain the section called Closing Conditions. It should list actions that need to be taken or waived before the finalization occurs. It often includes the seller and buyer performing their pre-closing covenants and obtaining all necessary regulatory approvals.
In the indemnification clause, it should be mentioned that after the closing, the seller indemnifies and holds harmless the purchaser, and the buying party should do the same regarding the seller. The section should cover the period of time during which claims cannot be brought, the use of escrow money for indemnification (if applicable), the method of calculating losses for recovery, etc. Also, the exceptions when the parties are released from this obligation should be outlined.
As the next step, some general provisions should be included. Among the provisions the parties usually include in general provisions of a stock purchase agreement are:
The last step is to include the signatures of the parties, that is, respective duly authorized officers of the companies.
A few minutes of checking before signing saves time later. Go through the points below with the other side in front of you, so the finished stock purchase agreement template matches the sale you both have in mind.
After both sides sign, make a copy for each of them and store the signed agreement with your other business records. The FormsPal builder lets you save your progress, finish on any device, then download and print the agreement anytime.
This page offers the template as a PDF file and as a Word file, so you can choose the format that suits your needs.
A stock purchase agreement is the written record of a sale of shares from a seller to a buyer. It names both sides, describes the shares and sets the price.
In a share purchase, the shares move from a stockholder to a person who wants to buy them. In a share repurchase, the company buys its own shares back from its stockholders.
You fill in a few blanks and the signature blocks. The rest of the text is preprinted.
The template runs six pages. It covers the parties, the shares, the price, the closing and a signature block for each side. The other text is preprinted.
Yes. Download the PDF and complete it with the PDF editor linked in the steps above, or build the agreement online with the Create My Document button.
General information, not legal or tax advice.
