Fillable Form Stock Purchase Agreement

What is a Stock Purchase Agreement?

A Stock Purchase Agreement or also referred to as a Purchase Agreement is a legally binding agreement between a shareholder and a company. This Agreement lays down the terms and conditions related to the purchase and sale of the shares of the company. A Stock Purchase Agreement Form establishes the price of each stock sold to shareholders and provides a clear-cut roadmap for the transaction to lessen risks.

You may download a PDF copy of a Stock Purchase Agreement Template from websites that offer document templates. But you may electronically fill it out on PDFRun for your convenience.

How to fill out a Stock Purchase Agreement?

Provide all the necessary information in the required fields. Make sure that everything you enter is true, accurate, and correct.

Date

Enter the date.

Name of Seller

Enter the full legal name of the seller.

Seller’s Address

Enter the seller’s complete address.

Name of Purchaser

Enter the full legal name of the purchaser.

Purchaser’s Address

Enter the purchaser’s complete address.

I. Shares

Number of Shares

Enter the number of shares.

Name of Class Stock

Enter the name of the class stock.

Name of Company

Enter the name of the company.

Type of Corporation

Enter the type of corporation.

II. Purchase and Sale

This paragraph states that the Seller agrees to sell a certain number of shares to the Purchaser for a certain amount. The Seller shall deliver to the Purchaser stock certificates representing the stock.

Number of shares

Enter the number of shares to be sold.

Amount per share

Enter the amount per share in dollars ($).

Total price

Enter the total price of the shares to be sold.

III. Delivery

This paragraph states that the Purchaser and Seller agree to exchange the total price for the stock certificates simultaneously on the date of delivery.

Date

Enter the date of delivery.

IV. Seller’s Representations

This paragraph states that the Seller represents that:

1. The Company is in good standing under the laws of the state it is located.
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. No act or omission would make any claim for commission, fees, or other payment concerning the transaction.
6. a. The Seller does not need approval from any officer of the corporation to sell the shares; or

b. The Seller has received approval from the Officer at the Company to sell the shares of stock.

State

Select from the drop-down list the state the company is located in.

Name of Officer of the Company

Enter the full legal name of the officer of the company.

V. Expenses

This paragraph states that the parties are responsible for their fees, including legal counsel, accountants, and other agents concerning this Agreement whether this has been executed.

VI. Indemnification

This paragraph states that the Purchaser and the Seller agree to indemnify and hold harmless the other from any claim, damage, liability, loss, or expense arising out of their failure to perform the obligation set forth in this agreement.

VII. Miscellaneous

1. Dispute Resolution

This paragraph states that any dispute from this Agreement that the parties are unable to resolve by themselves shall be settled by arbitration.

State

Select from the drop-down list the state where arbitration shall be settled.

2. Binding Effect

This paragraph states that this Agreement shall be binding upon and inure to the benefit of the Purchaser and Seller and their representatives, heirs, administrators, executors, successors, and permitted assigns.

3. Severability

This paragraph states that if any provision of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable.

4. Governing Law

This paragraph states that the Agreement shall be governed by and construed under the laws of the state the corporation is located.

State

Select from the drop-down list the state of the governing law.

5. Headings

This paragraph states that the section headings in this Agreement are for references only and shall not affect the meaning, construction, or interpretation of any provision.

6. Entire Agreement

This paragraph states that this Agreement is the entire understanding between the parties and supersedes and cancels all previous agreements, whether written or oral, regarding the subject matter.

7. Amendment

This paragraph states that this Agreement may be amended or modified only through a written agreement signed by both parties.

8. Notices

This paragraph states that notices or other communication given or made to any party shall be in writing and delivered by hand, sent by overnight courier service or certified or registered mail, return receipt requested, to the address in Exhibit 1 or another address as the party may designate by notice. The notice shall be deemed given on the date of the delivery.

9. Waiver

This paragraph states that no party shall be deemed to have waived any provision of or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing.

It states further that a waiver of a breach or violation of any provision shall not constitute a waiver of any other subsequent breach or violation.

Purchaser Signature

Have the purchaser affix their signature.

Purchaser Full Name

Enter the purchaser’s full legal name.

Seller Signature

Have the seller affix their signature.

Seller Full Name

Enter the seller’s full legal name.

Officer Signature

Have the officer affix their signature.

Officer Full Name

Enter the officer’s full legal name.

How to file a Stock Purchase Agreement?

Review the Stock Purchase Agreement Form carefully with the purchaser. If both of you are good to go, sign the agreement. Have a witness sign as well if you have one. Next, provide copies of the signed documents for the company and the purchaser. Once the purchaser has paid for the stock, provide them certificates that represent your company’s stock.

The Stock Purchase Agreement is not necessarily filed with the local or federal government. But you may have to register the transfer with the Securities and Exchange Commission (SEC) if you meet the criteria.