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Private Stock Sale Agreement Template for United States

A Private Stock Sale Agreement is a legally binding document used in the United States for the transfer of privately held company shares between a seller and buyer. The agreement outlines the terms and conditions of the stock sale, including purchase price, number of shares, representations and warranties, and closing conditions. It ensures compliance with federal securities laws, including the Securities Act of 1933 and applicable state 'Blue Sky' laws, while documenting the transfer of ownership rights.

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What is a Private Stock Sale Agreement?

The Private Stock Sale Agreement is essential when transferring ownership of shares in privately held companies within the United States. This document is commonly used in situations where shareholders wish to sell their stake to other individuals or entities outside of public markets. The agreement must comply with both federal securities regulations and state-specific requirements, including registration exemptions under Regulation D and applicable Blue Sky laws. It typically includes detailed information about the transaction, such as share valuation, payment terms, representations about share ownership, and any transfer restrictions.

What sections should be included in a Private Stock Sale Agreement?

1. Parties: Identification of seller and purchaser of the stock, including full legal names and addresses

2. Background/Recitals: Context of the transaction, including description of the company whose shares are being sold

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Closing: Details of when and how the transaction will be completed

6. Representations and Warranties of Seller: Seller's assertions about ownership, authority to sell, and status of shares

7. Representations and Warranties of Purchaser: Purchaser's assertions about authority and capability to purchase

What sections are optional to include in a Private Stock Sale Agreement?

1. Due Diligence: Terms regarding buyer's investigation rights and process for conducting due diligence on the shares and company

2. Conditions Precedent: Prerequisites that must be met before closing, such as regulatory approvals or third-party consents

3. Post-Closing Covenants: Obligations after the closing, including any ongoing commitments or restrictions

4. Tag-Along Rights: Rights of other shareholders to join the sale under same terms and conditions

What schedules should be included in a Private Stock Sale Agreement?

1. Schedule A - Share Certificate(s): Copies of relevant share certificates being transferred

2. Schedule B - Company Information: Details about the company whose shares are being sold, including capitalization table

3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties made by the seller

4. Schedule D - Required Consents: List of third-party approvals needed for the transaction

5. Schedule E - Transfer Forms: Stock transfer forms required by the company for processing the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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