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Drafting a Share Purchase Agreement (SPA)

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

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Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Adil

It was immediately clear which steps we needed to follow. It was very pleasant that we could review the drafts digitally and quickly. Our customers are responding positively to the clear general terms and conditions.

Saar

We received pleasant assistance from the very first contact. They did not make things unnecessarily difficult regarding minor changes outside the scope. The document was accepted flawlessly by our investors.

Luca

The clear structure of the process was well communicated in advance. The service felt personal and reliable. Our clients respond positively to the clear general terms and conditions.

Maysa

A very smooth onboarding as a new client. Throughout the process, we were constantly kept well informed of the progress. Our business partners were impressed by the professionalism of the contracts.

Boris

They immediately zoomed in on the matters that were truly important to us. The proactive attitude while waiting for feedback from our counterparty was very pleasant. Fantastic value for money for this level of expertise.

Jan

Received pleasant assistance from the first contact. The fixed price upfront instilled confidence. Everything was delivered neatly and on time.

Mark

The consultation provided immediate clarity. The price-quality ratio was good. The service was professional and personal.

Sarah

It was great that we could immediately brainstorm about the best approach. The attention to detail when reviewing the fine print was phenomenal. Fantastic value for money for this level of expertise.

Gerard

The initial outline of the approach aligned seamlessly with what we had in mind. We received valuable tips on how to present the documents to our clients in practice. Fantastic value for money for this level of expertise.

Kees

We really appreciated the transparency regarding the costs upfront. The agreements were properly honored. Our customers respond positively to the clear general terms and conditions.

Selma

The clear start gave us a lot of confidence for the rest of the process. Legal jargon was avoided where possible or explained in understandable language. These documents will undoubtedly save us a lot of headaches in the future.

Amina

It was nice that we knew immediately who would be helping us. The process was organized in such a way that we got maximum output with minimal effort. Fantastic value for money for this level of expertise.

Najat

Practical advice that we could use immediately. It was nice that they didn't charge by the hour for a simple extra question. The service was professional and personal.

Achraf

It was immediately a constructive and goal-oriented conversation. Additional questions were answered quickly. Our customers respond positively to the clear general terms and conditions.

Amber

The process went smoothly and was well-organized. The price-quality ratio was good. Everything was delivered neatly and on time.

Oussama

It was immediately apparent that the lawyer had extensive experience in our sector. The telephone consultation regarding the final details provided just that little bit of extra confidence. The final result aligns 100% with our high standards.

Ismail

We had a rather specific legal issue, but this was no problem at all. They were fantastic at thinking along with us about how we could keep the document commercially friendly. A party that delivers on what it promises on its website.

Imane

The start of the collaboration was exceptionally smooth. Delivery was within the agreed timeframe. The final result aligns 100% with our high standards.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Yasmina

The energetic and positive attitude of the employees was immediately noticeable. The sharp review of the lease agreement protected us from unfavorable clauses. Our business partners were impressed by the professionalism of the contracts.

Tessa

A lot of time was saved thanks to the efficient intake. The translation of our core values ​​into the code of conduct was incredibly successful. It is clear that they have a passion for entrepreneurship.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
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  • No standard template
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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few fundamental choices determine how extensive and risky the SPA is. Make these consciously in advance.

Choice or question Why this matters legally
Locked box of completion accounts? With locked box, the price is fixed at an earlier balance sheet date; with completion accounts, settlement is based on the actual figures after closing.
What guarantees and how deep? More and stronger warranties protect the buyer, but the seller will want to limit liability with disclosures.
Is liability limited? Agreements regarding the maximum (cap), threshold (de minimis and basket), and duration (claim period) determine the actual risk for the seller.
Is there an earn-out or deferred payment? Making part of the price dependent on future results reduces purchase price risk, but requires clear measurement criteria.
Are suspensive conditions necessary? When permission from the bank, regulator, or third parties is required, you arrange the period between signing and closing.
Clauses and provisions

Which components belong in a share purchase agreement (SPA)?

A SPA contains a fixed set of components that together complete the share transaction. Below you will find the core provisions, when they are relevant, and what they regulate.

Provision Relevant to Legal point of attention
Parties and shares Always Describes the seller, the buyer, and exactly which shares (number, type, nominal value) are being transferred.
Purchase price and payment Always Fixed price or a mechanism (locked box or completion accounts), payment term, and any earn-out.
Guarantees (representations & warranties) Almost always Statements by the seller regarding the company, such as balance sheet, contracts, personnel, and disputes.
Indemnities For known risks Specific commitments to fully compensate damages arising from named risks (for example, an ongoing claim).
Suspensive conditions If permission is required Conditions for closing, such as approval by the bank, the ACM, or a shareholders' resolution.
Closing and delivery Always The moment and acts of transfer; registered shares in a BV are transferred by means of a notarial deed.
Non-compete and non-solicitation clause Often Prohibition for the seller to compete or approach staff/customers after the sale.
Disputes and applicable law Always Choice of law (usually Dutch law) and forum or arbitration agreement.
Use in practice

How do you use this document correctly?

The SPA is only effective if it aligns with the due diligence investigation and the notarial transfer. Follow these steps.

Situation What should you do? Point of attention
Before drawing Conduct due diligence and link findings to warranties and indemnities This way, the SPA covers the actual risks and prevents disputes afterwards.
When drafting Align the disclosure letter with the warranties The buyer cannot subsequently claim known defects that have been reported as a breach of warranty.
At closing Have the transfer of registered shares conducted by means of a notarial deed The transfer of shares in a BV or NV is legally required by a notarial deed.
After closing Monitor claim periods and any earn-out measurement Warranty claims expire after the agreed period; acting in a timely manner preserves your rights.
Common mistakes

Common mistakes

These errors frequently occur in stock transactions and can be prevented with a good SPA.

Wrong Consequence Better approach
Drafting guarantees separate from due diligence Risks remain uncovered or have actually already been disclosed Link each warranty to the investigation findings and the disclosure letter.
Do not agree on a cap or claim period The seller remains liable indefinitely and for an extended period Explicitly define the maximum, threshold, and duration for claims.
leave purchase price mechanism unclear Dispute regarding the final price after closing Make a conscious choice for locked box or completion accounts with clear definitions.
Do not arrange the transfer through the notary Shares have not been legally transferred Schedule a notarial deed of transfer for registered shares.
Suspensive conditions forgotten Closure without required consent, with risk of reversal Inventory the required approvals and include them as conditions.
Risk profile

What is your situation and what do you pay attention to?

Depending on your role and the deal, the focus shifts. Recognize your situation.

Risk profile Example Focus in the document
You are the buyer You want certainty about what you are buying Strong guarantees, indemnities for known risks, and a workable pricing mechanism.
You are a seller You want a clean exit without a long afterglow Limit liability with a cap, threshold, short claim period, and disclosure letter.
Partial sale You do not sell all shares Align the SPA with the shareholders' agreement and the control structures.
Sale with earn-out Part of the price depends on results Establish measurement criteria, the period, and board influence during the earn-out.
Additional documents

When is this document not enough?

A SPA handles the transfer, but not every situation. In these cases, you need additional agreements.

Situation Supplementary document Why
Situation Related document Explanation
You are left with multiple shareholders Shareholders' Agreement Regulates control, decision-making, and exit between shareholders after the transaction.
Buyer and seller work together after the deal Cooperation Agreement Establishes the roles, obligations, and remuneration of the continued collaboration.
Confidential information is being shared for the deal Confidentiality Agreement Protects business-sensitive data during negotiation and due diligence.
Explanation of this document

Drafting a Share Purchase Agreement (SPA), why?

Not every entrepreneur knows exactly what share purchase agreements (SPAs) are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal frameworks are important.

What is a Share Purchase Agreement?
A Share Purchase Agreement (SPA) is the definitive contract by which a buyer acquires shares in a company from the seller. The SPA is the final stage of the acquisition process: it follows the letter of intent, the due diligence investigation, and the negotiations, and records all definitive agreements regarding the purchase price, the pricing mechanism, warranties and indemnities, the conditions precedent, the period between signing and closing, post-closing obligations, and the non-compete clause. In a share transaction, the buyer purchases the legal entity itself—all assets and liabilities, known and unknown obligations are transferred. The SPA is the most complex and riskiest contract an SME entrepreneur signs in their business career: an incorrectly structured SPA can saddle the buyer with unknown debts or confront the seller with years of warranty claims. Our lawyers draft an SPA for buyers and sellers that watertight establishes the price mechanism, tailors warranties and indemnities based on due diligence findings, carefully manages the signing-to-closing period, and comprehensively describes the post-closing obligations — or assess a received SPA draft for the risks for which you bear.
Which choice do you make: locked box or completion accounts?
The pricing mechanism is one of the most decisive structural choices in a SPA and has direct consequences for the allocation of risk between buyer and seller. Under the locked box mechanism, the purchase price is based on a historical balance sheet as at a fixed valuation date. The "box" is closed on that date: all value in the company on that date is for the account of the buyer, as are all risks. The price is fixed after signing and is not subject to post-closing adjustment. The core risk for the buyer is leakage: if the seller withdraws value from the company in the period between the valuation date and closing—via dividends, management fees, transactions with affiliates, or other distributions that are not arm's length—the buyer pays for something that no longer exists. The SPA must restrictively define the permitted distributions in that period as "permitted leakage" and prohibit all other distributions. Under the completion accounts mechanism , the initial purchase price is adjusted after closing based on the actual balance sheet as at the closing date—typically net cash position and working capital. This provides the buyer with greater certainty regarding the actual amount paid but leads to complex post-closing procedures: the parties must agree on the closing accounts, the valuation methodology, and the definition of working capital. In Dutch SME practice, the locked box mechanism has become dominant in recent years due to its simplicity and speed. Our lawyers advise you on the mechanism that suits your transaction and monitor the anti-leakage provisions associated with a locked box.
How do you structure warranties and indemnities based on the due diligence?
Warranties and indemnities are the core of risk allocation in the SPA and the most extensively negotiated component. Warranties are statements by the seller regarding the state of the company at signing or closing: the accuracy of financial information, the absence of unrecorded debts or liabilities, the validity of material contracts, compliance with tax and employment obligations, the absence of pending litigation, the validity of licenses, and the correctness of intellectual property positions. If a warranty subsequently proves to be incorrect, the buyer is entitled to compensation. Indemnities are specific indemnities for known risks revealed by the due diligence investigation — a pending tax lawsuit, known environmental contamination, or an unresolved employment claim. The indemnity grants the buyer a direct claim without proof of causal link. The seller's liability for warranty claims is limited by a de minimis threshold — claims below a minimum amount are disregarded — a basket — a cumulative threshold above which claims are honored — a cap — maximum total liability, usually a percentage of the purchase price — and a claims period — typically eighteen months to three years after closing for business warranties, longer for tax warranties. The disclosures — the disclosures made by the seller in the disclosure letter — exclude warranty liability for those specific disclosed items. Our lawyers structure the warranty and indemnity package based on the due diligence findings and the negotiating position.
What are the suspensive conditions and how do you arrange the signing-to-closing period?
In most acquisitions, there is a period between signing —the signing of the SPA—and closing —the legal transfer of shares via the notarial deed of transfer. During this interim period, the conditions precedent be fulfilled. Typical conditions precedent include: approval by the general meeting of shareholders or the supervisory board of the buyer or seller; antitrust clearance by the ACM or the European Commission if the transaction exceeds the merger thresholds; consent from a financier who has stipulated a change of control clause; or consent from a key contractual partner whose contract contains an acquisition clause. During the signing-closing period, the seller must operate the company in the normal course of business and may not perform any actions that affect its value. The interim conduit provision —also known as MAC protection or standstill provision—explicitly specifies which actions are and are not permitted: no dividends, no large-scale investments, no dismissal of key personnel, and no new long-term contracts outside the normal course of business. Our lawyers draft an interim conduit provision that protects the value of the company until closing.
How does the W&I insurance work as a supplement to the SPA?
Warranty and Indemnity (W&I) insurance has increased significantly in Dutch M&A practice in recent years, including in SME transactions exceeding five million euros. W&I insurance covers the buyer's warranty claims directly through an insurer, rather than through the seller's personal liability. For the seller, W&I insurance offers a clean exit: the sale price is not partially withheld as security for warranty claims, and the seller is, in principle, released from liability after closing. For the buyer, the insurance provides a solvent counterparty in the event of claims: the insurer instead of the seller who has since invested or spent their money. When using W&I insurance, the SPA must be aligned with the policy conditions: the warranty descriptions in the SPA must correspond to the warranties covered by the policy, and the disclosure procedure must meet the insurer's requirements. Our lawyers advise you on the use of W&I insurance and align the SPA with the policy conditions.
How do you manage the post-closing obligations in the SPA?
The SPA does not end at closing: a series of post-closing obligations continue after the transfer of shares. The most relevant are the following: The non-compete clause of the selling company — typically two to five years, limited to the scope of work and activities of the acquired company. The non-solicitation clause , which prohibits the seller from approaching personnel or customers of the acquired company. Transition assistance: the seller's obligation to support the buyer during a transition period in the transfer of knowledge, customer relationships, and operational know-how. The closing accounts procedure if the completion accounts mechanism has been chosen: the time limits for drafting and contesting the closing accounts. And the warranty claims procedure: the formal requirements for filing and handling warranty claims after closing. Our lawyers ensure a watertight post-closing structure that gives the buyer sufficient time to discover breaches of warranty and provides the seller with certainty regarding the moment at which their liability ends.
How does it work at MKBjuristen?
Following an intake regarding the transaction structure, due diligence findings, purchase price, and negotiating position, our lawyers draft a Share Purchase Agreement that watertight establishes the price mechanism, tailors warranties and indemnities, correctly describes the suspensive conditions, robustly formulates the interim conduit provision, and comprehensively regulates post-closing obligations. We act for both buyers and sellers, guide the entire acquisition process from letter of intent to notarial closing, and advise on the use of W&I insurance as a supplement to the SPA.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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