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A Share Purchase Agreement is a legally binding contract used when buying or selling shares in an Irish company. It sets out the exact terms of the share transfer, including the price, payment details, and timing of the deal. This agreement protects both buyers and sellers by clearly spelling out their rights and obligations.

Beyond just covering the basic sale terms, these agreements typically include important safeguards like warranties about the company's financial health, any conditions that must be met before closing, and what happens if things go wrong. Under Irish company law, they're essential for private company transactions and help ensure compliance with the Companies Act 2014.

Use a Share Purchase Agreement any time you're buying or selling shares in an Irish private company. This includes complete company takeovers, partial stake sales, and management buyouts. The agreement becomes especially important when dealing with high-value transactions or complex share structures where multiple shareholders are involved.

These agreements are crucial for startup investments, family business transfers, and corporate restructuring. They protect both parties by documenting key details like warranties, indemnities, and earn-out provisions. Irish law requires clear documentation of share transfers, making these agreements essential for maintaining proper corporate records and meeting Companies Registration Office requirements.

• Shareholder Purchase Agreement: Basic agreement for straightforward share transfers between existing shareholders
• Common Stock Purchase Agreement: Specifically for buying or selling ordinary shares, commonly used in startup investments
• Share Subscription And Shareholders Agreement: Combines new share issuance with ongoing shareholder rights
• Shareholders Agreement And Share Purchase Agreement: Full package covering both share transfer and future governance
• Share And Asset Purchase Agreement: Used when buying both company shares and specific business assets

• Company Shareholders: Both buyers and sellers of shares, from individual investors to large corporations, who need to document their ownership transfer
• Corporate Lawyers: Draft and review Share Purchase Agreements to ensure compliance with Irish company law and protect their clients' interests
• Company Directors: Often involved in approving and executing the agreement, especially in private companies where director approval is required
• Financial Advisors: Help structure deals and verify financial terms, particularly for complex transactions or company valuations
• Company Secretary: Maintains official records and ensures proper filing with the Companies Registration Office

• Company Details: Gather current shareholding structure, company registration number, and registered office address
• Share Information: List exact number and class of shares being transferred, along with agreed price and payment terms
• Due Diligence: Collect recent financial statements, material contracts, and any existing shareholder agreements
• Warranties: Document seller's promises about company condition, including financial position and legal compliance
• Completion Requirements: Plan timing for share transfer forms, board approvals, and CRO notifications
• Agreement Generation: Use our platform to create a customized, legally-sound Share Purchase Agreement that includes all essential elements

• Party Details: Full legal names and addresses of buyers, sellers, and the company whose shares are being transferred
• Share Specifics: Precise description of shares being sold, including class, quantity, and price per share
• Payment Terms: Clear payment structure, timing, and any earn-out or adjustment mechanisms
• Warranties: Seller's guarantees about company status, accounts, and legal compliance
• Completion Mechanics: Steps for transfer execution and timing of ownership change
• Governing Law: Explicit statement that Irish law applies, plus dispute resolution procedures
• Signature Block: Space for proper execution by authorized representatives with witness provisions

A Share Purchase Agreement differs significantly from a Asset Purchase Agreement in several key ways. While both are used in business transactions, they serve distinct purposes and have different legal implications under Irish law.

• Object of Sale: Share Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific business assets, equipment, or property
• Liability Transfer: Share purchases automatically include all company liabilities, whereas asset purchases let buyers choose specific assets without taking on historical liabilities
• Tax Implications: Share transfers typically attract stamp duty at 1% in Ireland, while asset transfers may involve different rates depending on the asset type
• Legal Process: Share transfers require updates to the company register and CRO filings, while asset transfers need individual asset documentation
• Due Diligence: Share purchases require company-wide investigation, but asset purchases focus only on the specific items being bought