This is an agreement between a vendor and a purchaser whereby the vendor sells
shares in the capital of a specific business. This agreement specifies the number of
shares purchased, the purchase price, and the closing date. In addition, if the purchase
price is not immediately transferred, a promissory note can be attached to "Schedule A"
of this agreement. This agreement can be used by individuals or small businesses that
want to purchase or sell the shares in a specific business.
SALE OF INTEREST IN A COMPANY BY TRANSFER OF
This Sale of Interest In A Company By Transfer of Capital Agreement (herein referred to
as the "Agreement") is made and entered into this ___ day of _________, 20__ by and
between ___________________ (herein referred to as the "Vendor") whose offices are
located at ________________________ and ________________________ (herein
referred to as the "Purchaser") whose offices are located at
_________________________, hereinafter collectively referred to as the “Parties”.
WHEREAS the Vendor is the registered and beneficial owner of __________
(____) shares in the capital of the Company;
WHEREAS the Purchaser has agreed to purchase from Vendor ____________
(____) shares in the capital of the Company (hereinafter referred to as the "Sold Shares")
owned by the Vendor and the Vendor has agreed to sell to the Purchaser the Sold Shares
upon and subject to the terms and conditions hereinafter set forth;
NOW THEREFORE that in consideration of the mutual agreements herein
contained, the Parties hereto covenant and agree as follows:
I PURCHASE AND SALE
1.01 Purchase Price: The purchase price (the "Purchase Price") for the Sold Shares
shall subject to any adjustments provided for in this Agreement, will be
__________________ ($______________) Dollars which sum, in accordance with
generally accepted accounting principles, represents a fair and reasonable attempt by the
Parties to estimate and determine the fair market value of the Sold Shares as of the
1.02 Closing: The Purchase Price shall be payable in available cash funds or as agreed
upon by the Parties no later than [Insert Closing Date] (the “Closing Date”).
[Instruction: The Parties may agree that a demand promissory note in the form
attached hereto as Schedule A may be substituted for a cash transaction].
1.03 (optional) If, notwithstanding the determination by the Purchaser and the Vendor of
the Purchase Price for the Sold Shares:
A. there shall be issued to either the Purchaser or the Vendor a notice
of assessment or reassessment pursuant to any taxing statute,
which assessment or reassessment is based upon an assumption of
fact or a finding by such taxing authority that the fair market value
of the Sold Shares is different from that determined in accordance
with the provisions of this Agreement; or
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B. such taxing authority notifies either the Purchaser or the Vendor that it
intends to issue such notice of assessment or reassessment;
then, subject to the rights, if any, of the Purchaser and the Vendor to object or appeal
such assessment to any authority, board or court of competent jurisdiction, the fair market
value of the Sold Shares as at the Closing Date shall, for the purposes of this Agreement,
be deemed to be and to always have been the value of the Sold Shares as finally so
deemed by such taxing authority and the Purchaser or the Vendor, as the case may be, or
where either the Purchaser or the Vendor has objected to or appealed any such
assessment or reassessment, as finally determined by such authority, board or court.
Such value, however determined, shall be substituted for the fair market value as
determined in paragraph 1.01 hereof, and the Purchase Price (and manner of payment
thereof, if necessary) shall be adjusted accordingly. Without limiting the generality of
the foregoing, the Parties agree that the Purchase Price in the amount determined as
aforesaid shall be paid in accordance with paragraph 2.02 herein.
II DELIVERY OF CERTIFICATES, ETC.
2.01 On the Closing Date, Vendor shall transfer and deliver to Purchaser effective as of
the Closing Date, the Sold Shares duly endorsed in blank for transfer and shall cause the
Company to take all necessary steps or proceedings to enter the Purchaser or its
nominee(s) on the books of the C