Share Purchase Agreement South Africa

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This is an agreement to sell a majority or minority stake in a private company for cash (not shares). The company could operate in any sector and the seller and buyer could be individuals or other companies. The document presents a wide range of guarantees that protect the value of your investment and provide you with the greatest legal advantage. What does this agreement say? The Model Agreement consists of parts; definitions; the sale of shares; conditions precedent; the purchase price and payment; the provision of documents; guarantees; compensation; offence; trade restrictions; confidentiality; dispute resolution; preferential duty; notifications; Generally speaking. Home  » Commercial and Corporate Law  » Design of share sale contracts – Important considerations The agreement of the seller`s shareholders (and, if applicable, the shareholders of the seller`s holding company) is uncertain and the corresponding confidentiality clauses must be included in the contract. If any of the exclusions in section 112(1) of the Companies Act 2008 do not apply, the seller`s shareholders must authorize the transaction if the seller sells all or part of its assets or businesses. These share sale contracts apply to the purchase or sale of the entire ownership of a limited liability company. They are suitable, whether you are the buyer or the seller, because they can be easily adapted to favor both parties. In particular, we offer a menu of 140 guarantees that should protect and reassure every buyer. STT is collected at a rate of 0.25% on the value of the transferred shares. There are various exceptions listed in section 8 of the STT Act. The most notable exceptions would be if the stt amount to be paid is less than R100 (or, in other words, if the value of the transferred shares is less than R40,000) or if the shares are sold within the meaning of the company`s restructuring rules (asset transactions for sharing or intra-group). If the transaction represents the disposal of all or a large part of the seller`s assets as provided above, it is also important to check whether 10% or more of the securities issued by the seller in the twenty-four months preceding the date of a given transaction or offer (the value of the transferred shares does not matter).

A share sale agreement can be used when a shareholder sells all the shares he holds in a company to a buyer whose buyer is already an existing shareholder of the company. Where the seller has a duly drafted MOI, there is usually a preferential subscription right for the benefit of the other shareholders included in the MOI or, at the very least, an article providing that any shareholder to whom a despised person wishes to transfer shares must be approved by the other shareholders. The Tax Amendment Act 2001 provided that the sale of shares in housing companies was to be subject to a transfer tax. . . .

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