Stock Purchase Agreement 3
Stock Purchase Agreement 1
Stock Purchase Agreement 2
Stock Purchase Agreement 3
Stock Purchase Agreement 1

Stock Purchase Agreement

    A stock purchase agreement is an important document that outlines the terms and conditions of buying or selling shares in a company. This legal document ensures both parties are protected, especially if things go wrong. Here, we offer a free stock purchase agreement template in PDF and Word formats to help legalize your stock purchase process.

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Stock Purchase Agreement
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Stock Purchase Agreement

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The stock purchase agreement is used to sell a particular number of shares at a predetermined price. However, it is advisable to use such documents every time a corporation or an individual is selling or purchasing shares to save themselves from any kind of fraud or chaos.

The agreement can further be used if one of the partners, owning the company’s shares, wishes to withdraw his shares. Before jumping into a stock purchase agreement, let’s understand what exactly it is first.

What Is a Stock Purchase Agreement?

A stock purchase agreement is also known as a share purchase agreement. It is a legally bound agreement between a company or the shareholders of the company who is willing to sell its shares and the stock buyers to transfer the ownership of the shares.

The shares are the unit of ownership in the company which is divided and owned by shareholders. Moreover, the shares determine the percentage of ownership in the company which in turn decides the dividend payment of the shareholders.

With the stock purchase agreement, the rights of both the parties regarding the shares transaction are protected. Stocks and shares are offered in the open market to raise money for the organization.

Small organizations offer their stock as an employee benefit or founders of the company may hold shares of stocks. However, this agreement states the price per share and the number of shares purchased.

Download a Stock Purchase Agreement Sample from Here!

We offer free to use, attorney-drafted stock purchase agreement templates to save you time in drafting up one such document from zero. Therefore, You’ll never have to worry about missing an important detail or making costly mistakes again in documentation for your stock purchase.

Get started by clicking below now!

Who Needs a Stock Purchase Agreement?

The owner or the partners of the company shall use a stock purchase agreement to extend the parts of the ownership in the company. This helps them to raise money to carry out their further plans for the organizations.

If there is only one owner or employee of the company, this is not something he is planning to do. However, to expand the company, launching shares could be of great help. For transfer of 100% shares in a business to a buyer, it is advisable to use a stock purchase agreement.

The following are the reasons why one shall create share purchase agreement:

  • To accumulate funds for the company for its growth and expansion.
  • To make your company more attractive to highly skilled talents, offer the shares as an incentive.

What Is Included in a Stock Purchase Agreement?

In consideration with mutual agreement between the parties, the seller and buyer of the shares agree to the following terms:

Purchase And Sale

With the mention of the purchaser and seller’s name, it is stated that the purchaser agrees to purchase and the seller agrees to sell the shares of the company’s stock.


The agreement shall convey the number of shares being purchased at what per share rate.


After the agreement comes into effect, the seller shall process the transfer of the shares to the purchaser. The date until which the shares shall be delivered to the purchaser is mentioned in the agreement.

Seller’s Representation

The seller shall agree to terms of the company like formed and good standing under the laws. No investigation or claim is pending. The sole owner and the seller hold marketable and valid titles to the shares. Also, the seller has the right to enter into the terms of the agreement.

However, some more terms could be added as per the requirement and position of the company. For that you can refer to stock purchase agreements.

Terms of Modification

It shall be stated in the agreement that no modification of the agreement shall be considered valid unless presented in written and agreed by both the parties.


The interpretation of the terms shall be governed by and in accordance with the state laws. Both parties shall sign the agreement in acknowledgment that they have provided the duly information and agreed to the terms and conditions as of the day and year set forth below.

Download a Stock Purchase Agreement Sample from Here!

We offer free to use, attorney-drafted stock purchase agreement templates to save you time in drafting up one such document from zero. Therefore, You’ll never have to worry about missing an important detail or making costly mistakes again in documentation for your stock purchase.

Get started by clicking below now!


With the stock purchase agreement, both the parties determine all of the warranties and provisions of the sale. It also helps with any dispute resolution in the future for the protection of the company.

However, without a written stock agreement template, the terms and conditions shall not be governed legally. So, it is crucial to sell shares prudently with this agreement.

Furthermore, any party can create their template by referring to a stock purchase agreement sample from CocoSign. We provide great templates for stock purchase agreements and other agreements that are created by experts as per the latest laws.




This Stock Purchase Agreement (this “Agreement”) is made this ______ day of _______________, 20______, between:


Seller: ________________________, located at ________________________________________ (the “Seller”) and


Purchaser: ________________________, located at ________________________________________ (the “Purchaser”). The parties agree to the following:


I. Shares. The Seller is the owner of _____________ [Number] shares of (    Class __________) Stock (the “Stock”) of _____________________________ [Company] (the “Company”), a _________________ [State] Corporation. 


II. Purchase and Sale. Seller agrees to sell _____________ [Number] shares to Purchaser for $______________ per share for a total price of $______________ dollars. Seller shall deliver to Purchaser stock certificates representing this stock. 


III. Delivery. Purchaser and Seller agree to exchange the total price for the stock certificates simultaneously on ____________________, 20______.


IV. Seller’s Representations. Seller represents that:

  1. The Company is in good standing under the laws of the State of _________________.
  2. The Seller is the record owner of the stock.
  3. The stock is free and clear of all security interests, liens, encumbrances, equities, or other charges.
  4. There are no other claims or restrictions on the Stock.
  5. There is no act or omission that would give rise to any claim for commission, fees, or other payment in relation to the transaction.
  6. Approval (Check one)

  Seller has received approval from ________________________ [Officer], an officer at the Company, to sell the shares of stock. The officer's signature is below.

  Seller does NOT need approval from any officer of the corporation to sell the shares.

V. Expenses. The parties are responsible for their own fees, including legal counsel, accountants, and other agents incurred pursuant to this Agreement regardless of whether this Agreement is executed.


VI. Indemnification. The Purchaser and Seller agree to indemnify and hold harmless the other from any claim, damage, liability, loss, expense, arising out their failure to perform the obligations set forth in this agreement.


VII. Miscellaneous

  1. Dispute Resolution.  Any dispute arising out of or related to this Agreement that the Purchaser and Seller are unable to resolve by themselves shall be settled by arbitration in the State of _________________ in accordance with the rules of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be final and binding. Judgment on a monetary award or enforcement of injunctive or specific performance relief granted by the arbitrator(s) may be entered in any court having jurisdiction over the matter.  
  2. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Purchaser and Seller and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.  
  3. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
  4. Governing Law.  The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of _________________, not including its conflicts of law provisions.
  5. Headings.  The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.
  6. Entire Agreement.  This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements, whether oral or written, with respect to such subject matter.
  7. Amendment.  This Agreement may be amended or modified only by a written agreement signed by both parties.
  8. Notices.  Any notice or other communication given or made to any party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address in Exhibit 1 or to another address as that party may subsequently designate by notice and shall be deemed given on the date of delivery. 
  9. Waiver.  No party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.








Purchaser Signature


Purchaser Full Name







Seller Signature


Seller Full Name








Officer Signature


Officer Full Name


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