What is a contract for the trade of stakes?

A contract for the trade of stakes (also known as a share purchase agreement) is a legal agreement between two parties to transfer ownership of the stakes of a company. The stake purchase agreement is essential to formalize and protect the rights and obligations of buyers and sellers in the process of acquiring shares in a company.

When to use this contract?

The stake purchase agreement is used when a person or entity wishes to sell their shares in a company to another person or entity. It is commonly used in company acquisition transactions, changes in the corporate structure or when partners wish to sell their shares.

When not to use this contract?

This contract is only applicable for the purchase and sale of something determined such as shares, which are the portion of capital in a limited company. For Public Limited companies, the capital is divided into shares, so the share purchase contract is appropriate in this case.

Essential content

The essential content of a share purchase agreement must include:

• Identification of the parties.
• Description of the stakes.
• Price and method of payment.
• Transfer conditions.
• Responsibilities and guarantees.
• Jurisdiction and applicable law clause.

Necessary information

The sale of the stakes generates a capital gain or loss for the transferor. The purchase and sale in a private contract only has effects between the parties, and the company can oppose registering it, in addition to the fact that the board can grant or deny consent to the sale. The law prohibits regulating the free disposal of stakes, that is, statutory clauses cannot be established that make the voluntary transfer of company shares practically free.

Applicable law

• Royal Legislative Decree 1/2010, of July 2, approving the revised text of the Capital Companies Act.

Related concepts

• Trade
• Stakes
• Limited Company
• What does it mean for a company to have limited liability?
• Statutes of a Limited Company
• Shares
• What is a right to repurchase shares or stakes?

How much does it cost to make this contract with LexDoka?

LexDoka has an automated contractual model that allows you to create this contract, negotiate it and sign it, minimizing the time invested in the entire process. This automated model is free within all LexDoka subscription plans. If you want to try it, you can register for free to generate your first contract.