Completion is carried out when the legitimate ownership of the shares is transferred to the buyer, resulting in the buyer being the owner of the target business. As a general rule, a timetable for the completion of the G.S.O. lists all the documents to be signed and other measures necessary for the conclusion in order to influence the conclusion. This share purchase agreement can be used when a company sells one of its subsidiaries and that subsidiary also has subsidiaries (i.e. it is part of a group). It is suitable for a management buy-in. The sale is done by the sale of shares. The business for sale does not own real estate (whether it is a property or a lease). At the most basic level, it is possible to transfer ownership from the seller who executes a transfer form and delivery to the buyer with the share certificate (or compensation if the certificate has been lost).
As a general rule, the buyer must have the transfer form stamped and pay stamp duty on it. The buyer will then file the transfer form with the company and become a member of the company as soon as the board of directors approves the transfer and the buyer`s name is listed on the membership list. The buyer is entitled to a certificate of shares within two months. Although this transaction is sufficient to transfer ownership of the shares to the buyer, since the buyer acquires all the assets and liabilities of the company upon the acquisition of the shares, the buyer generally requires a formal purchase of shares. The seller may also wish for a formal agreement to clarify liability or guarantee clear payment terms. It is common practice for the parties to the transaction to disclose, prior to the drafting of a share purchase agreement, all relevant elements related to the assets and liabilities of the target entity, known as due diligence. Subject to clause 11.6, the buyer`s only recourse for a violation of any of the guarantees and any other breach of the agreement by the seller is an action for damages. The purchaser has no right to revoke or terminate this contract with a right other than such a right resulting from a fraudulent misrepresentation. The share purchase agreement should make it very clear what is being sold, to whom and for how much, as well as all other bonds and debts.