Question 1

What does a custom Sale of Shares Agreement include?

Accepted Answer

Your custom Sale of Shares Agreement will include:

• Share transfer mechanics and consideration structure (cash, deferred, earn-out)
• Completion deliverables and post-completion obligations
• Tailored warranties and disclosure letter framework
• Limitation of liability provisions (caps, baskets, time limits)
• Restrictive covenants (non-compete, non-solicitation)
• Conditions precedent and third-party consents
• Tax deed/indemnity provisions (where applicable)
• Governing law and dispute resolution

Each section is specifically drafted to match your transaction structure and risk allocation.

Question 2

How long will it take to receive my agreement?

Accepted Answer

Standard delivery is 3 business days from when we receive your completed questionnaire.

If you need it faster, we offer Express Delivery (1 business day) for an additional fee.

After checkout, we'll send you a detailed questionnaire to capture all the specifics of your share sale transaction. Once we receive your responses, our solicitors begin drafting immediately.

Question 3

Who drafts the Sale of Shares Agreement?

Accepted Answer

Every agreement is drafted by a qualified and regulated UK solicitor with extensive experience in corporate transactions and share purchases.

Our team specializes in:
• M&A and corporate transactions
• Warranty and indemnity provisions
• UK Companies Act compliance
• Tax-efficient structuring

You're getting genuine legal expertise, not a template filled in by non-lawyers.

Question 4

How do you gather information about my transaction?

Accepted Answer

After checkout, we send you a comprehensive AI-assisted questionnaire that covers:

• Company details and share structure
• Buyer and seller information
• Consideration mechanics (payment terms, earn-outs)
• Key warranties required
• Conditions precedent
• Tax considerations
• Any specific concerns or requirements

The AI questionnaire adapts based on your answers, ensuring we capture all necessary details efficiently. You can also provide additional context in free-text fields.

Question 5

Do you include warranties and a disclosure letter?

Accepted Answer

Yes. Your Sale of Shares Agreement will include tailored warranties appropriate to your transaction.

We also provide a disclosure framework/letter structure that aligns with your due diligence findings. The warranties are balanced to protect the buyer while remaining fair to the seller.

Common warranty categories include:
• Financial statements and accounts
• Legal compliance and litigation
• Assets and liabilities
• Contracts and commitments
• Intellectual property
• Employment matters

Question 6

Can this agreement cover earn-out or deferred consideration?

Accepted Answer

Absolutely. We can include:

• Earn-out provisions with clear performance metrics
• Deferred consideration payment schedules
• Security arrangements (retention, escrow)
• Information undertakings for earn-out periods
• Dispute resolution for earn-out calculations

Just specify your payment structure in the questionnaire, and we'll draft the appropriate provisions.

Question 7

What revisions are included?

Accepted Answer

One round of amendments is included in the price.

After you receive the first draft, you can request changes to:
• Adjust specific clauses
• Add or modify warranties
• Change limitation provisions
• Refine restrictive covenants
• Update any other terms

We'll incorporate your feedback and provide a revised version. If you need additional rounds of revisions, these can be arranged separately.

Question 8

Can I speak with a solicitor about my agreement?

Accepted Answer

Yes. While the base service includes email support, you can add a 30-minute consultation with the drafting solicitor.

During this consultation, you can:
• Discuss specific clauses in detail
• Understand the implications of warranty provisions
• Review limitation of liability terms
• Get advice on negotiation strategy
• Ask questions about the legal framework

This is especially valuable for complex transactions or if you're unfamiliar with share purchase agreements.

Question 9

What makes this different from a template?

Accepted Answer

Templates are generic and leave gaps. Our custom agreements are:

• Drafted by a qualified UK solicitor for your specific transaction
• Tailored to your share structure and consideration mechanics
• Include transaction-specific warranties and disclosures
• Balanced for your risk allocation preferences
• Compliant with current UK company law
• Professionally reviewed and ready for negotiation

A template might cost £50-£100, but the legal risk of missing provisions, unclear terms, or unenforceable clauses can cost thousands. Our service gives you genuine legal protection at a fraction of traditional law firm fees.

Question 10

What about conditions precedent and consents?

Accepted Answer

We include provisions for:

• Regulatory approvals (if required)
• Third-party consents (e.g., landlord, lenders)
• Shareholder resolutions and board approvals
• Waiver of pre-emption rights
• Filing requirements with Companies House
• Any other transaction-specific conditions

The agreement will clearly specify what must be satisfied before completion and the process for waiving or satisfying conditions.

Question 11

Does this cover tax indemnities?

Accepted Answer

Yes, where applicable. We can include:

• Tax deed/indemnity provisions
• Tax covenant protections
• Allocation of pre-completion tax liabilities
• Tax warranties
• HMRC clearance requirements

The extent of tax protection will be tailored to your transaction. For complex tax situations, we may recommend coordination with a tax advisor.

Question 12

What happens after I receive the final agreement?

Accepted Answer

Once you approve the final draft:

1. We provide the agreement in Word and PDF formats
2. You can use it immediately in your transaction
3. Share it with the other party for negotiation/execution
4. Make any further party-negotiated changes
5. Execute when both parties are ready

The agreement is yours to use without restrictions. We also provide brief guidance on the execution process (signatures, share certificates, board minutes, etc.).

Custom Sale of Shares
Agreement

How it works

Form & Checkout

We Draft

Review & Finalize

Why This Sale of Shares Agreement Works

Consideration & Completion

Warranties & Disclosure

Limits & Covenants

CPs, Consents & Approvals

Tax Deed/Indemnity

Amendments & Support

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Meet Your Expert Team

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Custom Sale of SharesAgreement