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Stock Purchase Agreement Checklist
USINFO | 2014-01-07 14:33
A stock purchase agreement is essentially a contract to define the terms of sale and transfer of company stock. A stock purchase agreement may be used to detail a full asset transfer from one company owner to another, or it may be used as a standard contract for multiple shareholders investing in a company. The agreement may be drawn up by an attorney, or participants may draw up their own agreement to set expectations regarding the stock purchase.
Contract Details
As in the case of any legal document, a stock purchase agreement should state the basic details of the contract. The opening portion should indicate that the document is a legal and binding contract according to all state and federal laws. It should be noted what date the agreement is being made, and all parties entering into the agreement should be clearly named.
Description of Shares
The stock purchase agreement should also provide an accurate description of the total amount or number of shares as well as the class of stock shares that will be transferred. A description should also be provided for the total percentage of voting rights and the percentage of company ownership that will be represented by the transfer and subsequent ownership of the shares in question.
Share Price
In addition to a complete description of the stock purchase, the agreement paperwork should indicate the current purchase price of the shares as of the date of the contract. If there is a stipulation in the agreement that allows the purchaser to acquire additional shares at the same price by a certain date, those details should also be noted. In some stock transfer sales, a price is agreed upon by both parties, but the sale is not finalized until the market yields the agreed-upon price. If the agreement calls for the official stock purchase to occur depending on open-market pricing conditions, this should also be noted in the agreement.
Representations and Warranties
Any additional details concerning the stock purchase should be disclosed by both parties. The agreement should include a section that states the owner has paid all applicable taxes and fees and there are no impending audits. The owner should also attest to being the sole owner of the stocks, and the title of the shares should be free of any liens or restrictions. Both parties should be able to declare that the sale and transfer of shares is not restricted or considered unlawful according to any known agreements or corporate by-laws. The document should be signed by both parties and witnessed by a third party.
Contract Details
As in the case of any legal document, a stock purchase agreement should state the basic details of the contract. The opening portion should indicate that the document is a legal and binding contract according to all state and federal laws. It should be noted what date the agreement is being made, and all parties entering into the agreement should be clearly named.
Description of Shares
The stock purchase agreement should also provide an accurate description of the total amount or number of shares as well as the class of stock shares that will be transferred. A description should also be provided for the total percentage of voting rights and the percentage of company ownership that will be represented by the transfer and subsequent ownership of the shares in question.
Share Price
In addition to a complete description of the stock purchase, the agreement paperwork should indicate the current purchase price of the shares as of the date of the contract. If there is a stipulation in the agreement that allows the purchaser to acquire additional shares at the same price by a certain date, those details should also be noted. In some stock transfer sales, a price is agreed upon by both parties, but the sale is not finalized until the market yields the agreed-upon price. If the agreement calls for the official stock purchase to occur depending on open-market pricing conditions, this should also be noted in the agreement.
Representations and Warranties
Any additional details concerning the stock purchase should be disclosed by both parties. The agreement should include a section that states the owner has paid all applicable taxes and fees and there are no impending audits. The owner should also attest to being the sole owner of the stocks, and the title of the shares should be free of any liens or restrictions. Both parties should be able to declare that the sale and transfer of shares is not restricted or considered unlawful according to any known agreements or corporate by-laws. The document should be signed by both parties and witnessed by a third party.
