In my decade-plus drafting and reviewing private company transactions across the United States, the single document clients ask for most often is a clean, straightforward share purchase agreement template. Whether you're a founder selling a minority stake, an investor buying into a promising startup, or a small business owner transferring ownership to family or employees, a well-drafted purchase of shares agreement protects everyone involved.
This article provides you with a completely free, attorney-reviewed share purchase agreement template in Word format that I personally use as the starting point for most small-to-mid-size private company stock sales. It is designed for U.S. companies (C-corps and S-corps) and incorporates current IRS reporting requirements under Section 6045 as amended by the 2022 broker reporting rules.
Important Disclaimer: This template and article are for informational purposes only and do not constitute legal or tax advice. Always consult a qualified attorney and CPA in your jurisdiction before signing any binding agreement.
A share purchase agreement (SPA), sometimes called a sale of shares agreement or stock purchase agreement, is the contract that governs the sale and transfer of shares from a shareholder (the Seller) to a buyer (the Purchaser). Unlike an asset purchase agreement, a share purchase transfers ownership of the company itself — including all assets, liabilities, contracts, and tax history.
For small businesses and startups, the SPA is usually the core document in the transaction, often supplemented only by basic schedules (capitalization table, disclosure schedules, etc.).
Over the years, I've found this particular template works perfectly for:
If you're doing a venture-style preferred stock financing with extensive investor rights, you'll need a longer form (NVCA model), but for most everyday stock purchase agreement small business situations, this template is exactly right.
Click here to download the free Share Purchase Agreement Template in Microsoft Word (.docx) format
The download is 100% free, no email required, and the document is fully editable.
Clearly identifies Seller, Purchaser, and the Company. I always include the state of incorporation and EIN for IRS reporting clarity.
Specifies exact number of shares, class (common/preferred), and percentage ownership. References a cap table exhibit.
Handles cash, promissory notes, earn-outs, or stock-for-stock consideration. Includes Section 453 installment sale language when applicable.
Typical simultaneous signing and closing for private sales, but also includes deferred closing language if needed.
Balanced but practical reps for small transactions:
Short but important: further assurances, confidentiality, and (when needed) non-compete/non-solicit.
Simple mutual indemnification capped at purchase price with a basket — fair for both sides in small deals.
Governing law (Delaware or home state), counterparts, electronic signatures (E-SIGN Act compliant), etc.
| Mistake | Consequence | How Template Fixes It |
|---|---|---|
| No “fully paid and non-assessable” rep | Buyer can be liable for unpaid capital calls | Explicit representation in Section 3.2 |
| Missing IRS §6045 broker language | Form 1099-B reporting nightmares | Included in Section 5.9 |
| Unclear closing conditions | Deal stalls at wire transfer | Simultaneous signing/closing mechanic |
| No indemnification cap or survival period | Unlimited post-closing liability | 12–18 month survival with purchase-price cap |
No. LLCs transfer membership interests, not shares. Use an LLC Membership Interest Purchase Agreement instead.
You can, but you should attach the company's Certificate of Incorporation and reference rights in Schedule B.
Generally no for private companies, but you may need to file Form D if raising from investors, and the company should update its stock ledger.
Sellers typically report capital gain/loss on Schedule D. See IRS Publication 550 and consult your CPA.
In more than ten years of private company M&A and investment work, I've learned that the best purchase of shares agreement is the one that gets signed quickly, fairly, and without unnecessary complexity. This free share purchase agreement template has been battle-tested in hundreds of small business and startup stock sales across the country.
Download it, customize it, and close your deal with confidence.
Download Free Share Purchase Agreement Template (Word) – No Email Required
Remember: this is a starting point, not a substitute for professional legal counsel. Every transaction is unique.
Best of luck with your share sale!