Share Transfer Agreement Template

SHARE TRANSFER AGREEMENT TEMPLATE FAQ

What is a Share Transfer Agreement?

A Share Transfer Agreement is a contract in which an existing shareholder (the transferor) agrees to transfer a specified number or percentage of shares in a company to another person or entity (the transferee). It records the parties’ details, the company, the shares being transferred, the purchase price, and key terms of the transfer.

When do you need a Share Transfer Agreement?

You typically use a Share Transfer Agreement when one shareholder wants to sell, gift, or otherwise transfer their shares to another person or company and both sides want a clear written record of the deal. It is commonly used for private companies where shares do not trade on a stock exchange and where company approval or co-shareholder consent may be required.

What should a Share Transfer Agreement include?

A clear Share Transfer Agreement identifies the transferor, transferee, and company; describes the class and number of shares; states the purchase price and payment terms; sets the effective date and closing arrangements; and includes basic representations from both parties. It may also refer to any required company or shareholder consents and who pays taxes and costs.

Does this agreement replace the company’s shareholder or operating agreement?

No. A Share Transfer Agreement sits alongside the company’s articles, bylaws, shareholder agreement, or operating agreement. Those governing documents often contain rules on who can hold shares, pre-emption rights, and approval requirements. The Share Transfer Agreement documents the specific transfer between the parties and should be consistent with the company’s governing documents.

Do I need the company’s or other shareholders’ consent for a share transfer?

In many private companies, yes. Company law and shareholder agreements often restrict transfers or require board or shareholder approval. This template includes a section for company consent so that the company can formally acknowledge and approve the transfer if needed.

Can AI Lawyer help me customize this Share Transfer Agreement?

Yes. AI Lawyer can help you fill in this Share Transfer Agreement template with your party names, company details, share numbers, price, and key terms so you have a clean, organized document ready for legal review and signature.