Stock Sale and Purchase Agreement

A Stock Sale and Purchase Agreement is a document used when the owner of stock in a corporation desires to sell that stock. This document can be used if the seller is either the corporation itself or another party that currently owns the stock, but it is mostly used when someone other than the corporation wants to sell. If a corporation is using this document, they are likely a smaller, closely-held corporation like a family or small group of owners.

This document can be used in any scenario where a party wishes to sell stock and thereby transfer their partial ownership in the corporation.

In Stock Sale and Purchase Agreements, money is always exchanged for the stock.

Although the corporation that owns the stock can use this document, normally this type of document is used well after the corporation has already been operating. In other words, the corporation will have been in existence for some time and perhaps stock has already been freely bought and sold for a while. In that case, any party that owns stock could easily sell it using this document.

Sometimes, the Shareholder Agreement or the Corporate Bylaws will restrict how the shares can be sold: for example, they may need to be offered to existing shareholders first or face other conditions. It's a good idea to check those documents prior to filling out this one.

Stock Sale and Purchase Agreements are short, relatively easy documents which contain all the information needed to sell stock in a corporation.

How to use this document

This document can be used when any party would like to sell their stock in a corporation (or when any party would like to buy stock in a corporation) and needs a written agreement. This document will likely be kept on file with both parties, and may be kept on file with the corporation, as well (if the corporation is not the seller), to have a record of the sale.

Here, questions will be asked about the identities of the parties, the amount of stock the seller is selling, the par value, the sale price, and details of how that price will be paid. Then, details about the closing - the time when the buyer and seller meet to finalize the sale - will be asked.

Please keep in mind that this form requires both signatures when it is filled out, from the party purchasing the stock and the party selling it (even if the party selling it is the corporation).

Applicable law

Stock Sale and Purchase Agreements are subject to the laws of individual states. There is no one federal law covering these documents, because each individual state governs the businesses formed within that state.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.