What is a share purchase agreement?
A share purchase agreement (“SPA”) is typically entered into by and between a buyer and seller(s) of a target company’s shares whereby the seller(s) agrees to sell a specific number of shares to the buyer for a specified price.
What is a share sale agreement Malaysia?
A ‘share sale’ typically involves the sale of the shares of a company. The legal contracting parties to the share sale agreement will be the actual shareholder of the company (ie, as the seller) who is disposing of his shares in the company, and the buyer who will become the new shareholder of the target company.
Who prepares the share purchase agreement?
buyer’s lawyers
The buyer’s lawyers will generally prepare the first draft of the share purchase agreement (SPA).
How do you write a stock purchase agreement?
How to Write
- Step 1 – Download The Stock (Shares) Purchase Agreement.
- Step 2 – Set This Agreement To A Specific Date.
- Step 3 – Produce The Purchaser’s Identity.
- Step 4 – Attach The Seller’s Information.
- Step 5 – Define The Entity Behind The Shares The Purchaser Shall Buy.
- Step 6 – Provide A Discussion On The Concerned Shares.
Is a share purchase agreement necessary?
The share purchase agreement is outlined in such a way that it can provide maximum statutory protection to the members involved in the transaction. It is essential because it is a written contract that is binding. Such agreement mitigates any chance of confusion that may occur between the parties.
Why do you need a share purchase agreement?
The share purchase agreement sets out all the terms and conditions of the share sale and purchase and the respective parties’ obligations in connection therewith. A typical share purchase agreement would contain, inter alia, the following provisions: agreement of parties to the sale and purchase of sale shares.
Who are the parties to a share sale agreement?
If you are buying or selling shares in a company (because for example the company owns and operates a business), you are going to need a share sale agreement. This agreement involves three parties, the seller, the purchaser and the company of the shares that are being transferred.
Is selling of business taxable in Malaysia?
In respect of the sale of trading stocks of a company, any gains arising from the sale would be subject to income tax as it is considered as part of the business income. Any gain on the sale of fixed assets would not be subject to income tax.
Which agreement is required to sell the shares?
A Share Sale and Purchase Agreement is an agreement for the sale and purchase of a stated number of shares at an agreed price. The shareholder selling their shares is the seller and the party buying the shares is the buyer. This agreement details the terms and conditions of the sale and purchase of the shares.
What is the difference between an asset purchase and a stock purchase?
An asset purchase involves the purchase of the selling company’s assets — including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company’s stock only.
What is the difference between shareholders agreement and share purchase agreement?
Shareholder’s agreement is primarily entered to rectify the disputes that occurred between the company and the Shareholder. Meanwhile, the Share Purchase agreement is a document that legalizes the process of transaction of share held between the buyer and the seller.
Is a share purchase agreement legally binding?
The advantage of a share purchase agreement is that the intentions of the parties are documented in a legally binding contract. There is often no need for the involvement of third parties.