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Drafting a share purchase agreement

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Experience with legal services for entrepreneurs since 2001

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We worked for, among others:

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

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Mr. Jaime Boogaers

Corporate Law
Attorney, 16 years of experience

In a share purchase, the buyer purchases not only shares but indirectly the entire company with all rights, obligations, and risks. Guarantees, indemnities, the purchase price mechanism, and closing conditions are therefore at the core of the agreement

For buyers, sellers, director-major shareholders, shareholders, and investors
Attention to purchase price, valuation, due diligence, warranties, and indemnities
Closing, notary, management, earn-out, non-compete and liability arranged
Practically useful for the sale of a private limited company, participation, management buy-out, or for investors

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Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99

Customization

Most chosen

Custom share purchase agreement

from 249.- per document

For entrepreneurs who want to have a legal document drafted that aligns with their business, agreements, industry, and risks.

Have share purchase agreement reviewed

from 99.- per document

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

Have share purchase agreement amended

from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable?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

About us

Our expertise in share purchase agreements

Our lawyers and in-house counsel assist buyers, sellers, director-major shareholders, shareholders, and investors with share purchase agreements, shareholder agreements, transaction documentation, warranties, indemnities, and closing. We examine the purchase price, due diligence, articles of association, warranties, liability, notary, management, non-competition, and post-closing.

Customization for your share transaction

A full sale, minority interest, management buy-out, investor, family transfer, or shareholder exit does not require the same agreement. Therefore, we tailor the purchase agreement to the transaction, company, risks, pricing mechanism, and desired exit.

Our facts

Active since 2001
Lawyers and in-house counsel
Experience in corporate law, IT law, contract law, and employment law
Attention to practical operation, risks, and enforceability
Fixed rates in advance where possible

Customization
About us

Most chosen

Custom share purchase agreement

from 249.- per document

For entrepreneurs who want to have a legal document drafted that aligns with their business, agreements, industry, and risks.

Compose my document

Our lawyer is spending 1.5 to 2.5 hours on the document
Telephone intake with a lawyer
Custom concept document
One adjustment round
Final version
Explanation of correct use
Delivered within 5 working days, express delivery possible

Have share purchase agreement reviewed

from 99.- per document

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

Review document

Our legal expert spends 0.5 to 1.5 hours on the check
Telephone intake with a lawyer
Checks on content, risks, and practical usability
Attention to liability, payment, and termination
Concrete points for improvement and legal advice
Delivered within 3 working days, express delivery possible

Have share purchase agreement amended

from 249.- per document

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

Edit my document

Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
Telephone intake with a lawyer
Verification of the existing document
Adaptation to your business and working methods
Suitable for new services, customers, or risks
Delivered within 5 working days, express delivery possible

About us

Our expertise in share purchase agreements

Customization for your share transaction

Our facts

Active since 2001
Lawyers and in-house counsel
Experience in corporate law, IT law, contract law, and employment law
Attention to practical operation, risks, and enforceability
Fixed rates in advance where possible

Reviews (21)

Nizar

It immediately felt like a partnership rather than a simple service. The process was entirely digital and frictionless, which saved us a lot of time. It is clear that they have a passion for entrepreneurship.

Sophie

The start of the collaboration was exceptionally smooth. The language in the contract was modern and clear, without archaic terms. Fantastic value for money for this level of expertise.

Dennis

We needed a custom solution, and that was handled well. The feedback we received on our own concept was incredibly insightful and useful. It is clear that they have a passion for entrepreneurship.

Michiel

Good service and a clear working method. The advice regarding the collection terms in the terms and conditions was particularly useful for our cash flow. The document was accepted flawlessly by our investors.

Adam

No time was wasted on unnecessary formalities. The revisions were spot-on every time and required virtually no correction on our part. The document was accepted flawlessly by our investors.

Dylan

We immediately felt that we were in good hands. The coordination with our accountant went flawlessly and professionally. It is clear that they have a passion for entrepreneurship.

Tobias

The promise of a quick start-up was absolutely fulfilled. The lawyer managed to strike exactly the right balance between legal density and readability. A party that delivers on what it promises on the website.

Loubna

The lawyer took a practical approach with our company. There was no unnecessary fuss about minor changes outside the scope. Fantastic value for money for this level of expertise.

Marloes

We urgently needed a lawyer and were helped immediately. The draft was provided with helpful notes in the margin for clarification. Everything was delivered neatly and on time.

Rik

Practical advice that we could immediately put into practice. The expertise regarding e-commerce legislation was clearly the added value in this process. Our clients are responding positively to the clear general terms and conditions.

Renate

We needed tailored legal solutions quickly and received excellent assistance. The discussion regarding specific non-compete clauses was handled very professionally. Our business partners were impressed by the professionalism of the contracts.

Joost

We urgently needed a lawyer and were helped immediately. We appreciated the honesty when it turned out that a specific request of ours was legally unfeasible. A party that delivers on what it promises on its website.

Maaike

The professionalism shines through from the very first moment. Clauses were added that protect us against risks we did not foresee ourselves. A reliable partner that strives for perfection in their documents.

Nathalie

There was immediate room for our own input and ideas. The explanation made the document understandable. Our business partners were impressed by the professionalism of the contracts.

Lisa

We were immediately reassured after a worrying situation. The rigorous review of the lease agreement protected us from unfavorable clauses. The final result aligns 100% with our high standards.

Chaimae

Very clear and professional guidance. The lawyer showed great commitment to safeguarding our interests. It is clear that they have a passion for entrepreneurship.

Nawal

It was great that we could immediately brainstorm about the best approach. It felt like we had an in-house corporate counsel for the duration of the project. The end result aligns 100% with our high standards.

Moad

We were immediately reassured after a worrying situation. The proactive attitude while waiting for feedback from our counterparty was very pleasant. The quality fully met our expectations.

Amira

There was immediate room for our own input and ideas. They managed to forge an extremely complex joint venture agreement in a short timeframe. It is clear that they have a passion for entrepreneurship.

Mick

No time was wasted on unnecessary formalities. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. Everything was delivered neatly and on time.

Laurens

I am extremely pleased with the quick and adequate initial response. The process was organized in such a way that we achieved maximum output with minimal effort. The document was accepted flawlessly by our investors.

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 consultation free and without obligation
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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
Practical explanation on how to use the document
Legal attention to liability, payment, and termination
Where possible, provide clarity in advance regarding price and delivery time

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
Telephone consultation included
No standard template
Review by legal specialists

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
Fixed price where possible

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

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Ilja van Driel

Corporate law attorney, employment law

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Custom choices

Which choices determine the content?

A number of key choices determine the extent and direction of your share purchase agreement.

Choice or question	Why this matters legally
Are you buying or selling all or a portion of the shares?	In the event of a partial sale, you remain a co-shareholder; in that case, align the agreement with a shareholders' agreement.
How is the purchase price determined and paid?	A fixed price, a price based on the annual figures (closing accounts), or a variable earn-out each require their own agreements.
What guarantees does the seller provide?	The broader the warranties, the more security for the buyer and the more risk for the seller; limit this with maximum amounts and terms.
Are there any suspensive conditions?	Consider financing, due diligence, or third-party approval before the delivery proceeds.
Does a non-compete or non-solicitation clause apply?	Determine whether and for how long the seller may not compete or approach customers after the sale.

Clauses and provisions

What elements belong in a share purchase agreement?

The components below form the core of a comprehensive share purchase agreement. This way, you know which agreements you are recording and why each component is important.

Provision	Relevant to	Legal point of attention
Parties and shares	Always	Name the seller, the buyer, and exactly which shares (quantity, type, numbers) are being sold.
Purchase price and payment	Always	Set the price, including the payment date, any earn-out, and whether a portion remains in escrow.
Seller's warranties	With virtually every transaction	Statements regarding the state of the company: no hidden debts, accurate annual figures, no outstanding claims.
Indemnities	For known risks	Specific risks (e.g. an ongoing dispute) for which the seller indemnifies the buyer.
Suspensive conditions	Upon financing or approval	The transfer only takes place if, for example, the bank or a third party gives permission.
Transfer via notary	Always (Private Limited Company/Public Limited Company)	Reference to the notarial deed of transfer; the share transfer is only valid after execution.
Non-compete and non-solicitation clause	Often	The seller does not compete for a certain period after the sale and does not approach customers.
Confidentiality and disputes	Always	Confidentiality regarding the transaction plus choice of law and competent court or arbitration.

Use in practice

How do you use this document correctly?

Follow these steps to properly use the share purchase agreement and ensure it is valid.

Situation	What should you do?	Point of attention
For signature	Conduct due diligence and verify the shares and articles of association	This way, you know what you are buying and which warranties are realistic.
When drafting	Enter parties, shares, price, and guarantees concretely	A conclusive text prevents later discussion regarding the agreements.
Upon signing	Have both parties sign and share the agreements with the notary	The notary draws up the deed of transfer based on this.
After the transaction	Have the transfer finalized by the notary and update the shareholders' register	The transfer of shares is only legally valid after the notarial deed.

Common mistakes

These mistakes occur frequently when selling shares and are easy to prevent.

Wrong	Consequence	Better approach
Include no or vague guarantees	The buyer bears the risk of hidden debts, or the seller becomes liable without limitation	Include clear guarantees with maximum amounts and terms.
Forgot that a notarial deed is required	The share transfer is not legally valid	Schedule the transfer at the notary and refer to it in the agreement.
leave purchase price mechanism unclear	Dispute regarding the final price or earn-out	Describe exactly how the price is calculated and when it is paid.
Do not conduct due diligence	You only discover problems after the purchase	Conduct due diligence before you sign.
Omit non-compete clause	The seller immediately starts a competing company	Agree on a clear non-compete and non-solicitation clause.

Risk profile

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

Depending on your role and the situation, the points of attention differ. Recognize your situation below.

Risk profile	Example	Focus in the document
You are a seller	You want to sell your shares and limit liability afterwards	Limit guarantees to amounts and terms and arrange a proper indemnity balance.
You are the buyer	You want certainty about what you are buying	Demand strong guarantees, conduct due diligence, and include suspensive conditions.
Partial sale	Multiple shareholders remain	Combine with a shareholders' agreement on control and profit distribution.
Sales within the family or MBO	Sale to family or current management	Pay attention to a business price and financing, and document agreements just as carefully.

Additional documents

When is this document not enough?

In some situations, you need additional documents in addition to the share purchase agreement.

Situation	Supplementary document	Why
Situation	Related document	Explanation
Multiple shareholders remain	Shareholders' Agreement	Rules regarding control, profit distribution, and disputes between shareholders.
The parties collaborate after the purchase	Cooperation Agreement	Document the collaboration, tasks, and responsibilities between the parties.
Personal data is being shared	Confidentiality Agreement	Protect confidential information that you share during negotiations and due diligence.

Explanation of this document

Drafting a share purchase agreement, why?

Not every entrepreneur knows exactly what a share purchase agreement is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is a share purchase agreement (SPA)?

A share purchase agreement — referred to in M&A practice as a Share Purchase Agreement or SPA — is the agreement by which a buyer acquires the shares in a company from the seller. The SPA is the final stage of the acquisition process: it follows the Letter of Intent (LOI), the due diligence investigation, and the negotiations, and records all final agreements regarding the price, warranties and indemnities, conditions precedent, and obligations after closing. The SPA is a substantial and complex document — easily twenty to sixty pages for medium-sized transactions — that requires a tailored approach for each transaction. Once signed, the SPA is binding; the legal transfer of the shares subsequently takes place at the notary (closing). Our lawyers will draft an SPA for you that formulates the warranties and indemnities in a balanced manner, correctly establishes the pricing mechanism, carefully regulates the signing-to-closing period, and comprehensively describes the post-closing obligations.

What are the core components of a share purchase agreement?

A comprehensive SPA contains at least the following components. The description of the transaction : which shares are being purchased, in which company, and from which seller? The purchase price and the pricing mechanism : is the price determined based on a locked-box mechanism — the price is fixed at a historical balance sheet date — or based on a completion accounts mechanism, where the final price after closing is determined based on the actual balance sheet at the closing date? The suspensive conditions : approval by the AGM, antitrust clearance, or consent from key contractual partners. The seller's guarantees : statements regarding the state of the company at the closing date. The indemnities : specific indemnities for known risks identified during the due diligence investigation. The seller's non-compete clause . And the escrow arrangement as security for the buyer against future warranty claims. Our lawyers ensure that each of these elements is watertight.

How does the price mechanism work during a share sale?

The pricing mechanism is one of the most negotiated elements of the SPA. With the locked box mechanism, the purchase price is based on the net cash position and working capital at a historical reference date. The price is fixed and not subject to post-closing adjustments—which reduces the procedural burden but exposes the buyer to "leakage" if the seller extracts value from the company between the reference date and closing. With the completion accounts mechanism , the initial purchase price is adjusted after closing based on the actual balance sheet at the closing date. This gives the buyer more certainty about what they are paying for but leads to complex post-closing procedures and discussions regarding valuation methodology. The choice between the two mechanisms depends on the transaction size, the transaction term, and the negotiating position. Our lawyers will advise you on the most appropriate pricing mechanism for your transaction.

How do warranties and indemnities work in the SPA?

Warranties are statements made by the seller regarding the state of the company on the closing date — financial position, legal proceedings, compliance, intellectual property, personnel, contracts, licenses. If a warranty subsequently proves to be incorrect, the buyer is entitled to compensation. Indemnities are specific indemnities for known risks that emerged from the due diligence — an ongoing tax proceeding, environmental pollution, an employment dispute. The indemnification gives the buyer a more direct claim without proof of causality. The seller's liability for warranty claims is limited by a de minimis threshold, a basket, a cap, and a claim period. Disclosures — the disclosures made by the seller regarding known deviations — exclude warranty liability for those specific points. Our lawyers draft a balanced warranty and indemnification package.

How does it work at MKBjuristen?

Following an intake regarding the transaction structure, due diligence findings, and negotiating position, our lawyers draft a share purchase agreement that correctly establishes the price mechanism, formulates the warranties and indemnities in a balanced manner, clearly describes the suspensive conditions, and comprehensively regulates the post-closing obligations.

Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.

Request a quote

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.

Customization per share transaction

Not every share purchase carries the same risks. Therefore, we do not draft generic share purchase agreements, but tailor them to the target, price, guarantees, and closing.

Full sale

Attention to purchase price, guarantees, indemnities, administration, notary, and post-closing.

Minority interest

Focus on control, shareholder agreements, information, and exit.

Management buy-out

Attention to financing, vendor loan, management role, earn-out, and non-competition.

Investor

Attention to valuation, governance, guarantees, participation, and shareholders' agreement.

Family transfer

Attention to valuation, payment, control, taxation, and continuity.

Earn-out

Attention to definitions, period, influence, reporting, auditing, and disputes.

A share purchase agreement must prevent hidden risks from ending up with the wrong party after closing. Therefore, we examine the purchase price, due diligence, warranties, indemnities, notary, closing, management, non-competition, and liability.

Common mistakes in share purchase agreements

Share sales often go wrong because parties reach an agreement on price too quickly but fail to adequately regulate exactly what is being acquired and which risks remain.

Do not check Articles of Association, blocking arrangement, and shareholders' register
Insufficient documentation or follow-up of due diligence
Formulating purchase price, working capital, debt, and earn-out too vaguely
Failure to align guarantees with the company and data room
Failure to indemnify against specific tax, legal, or commercial risks
Forgot that BV shares must be transferred by a notary
Do not arrange management, bank, UBO, Chamber of Commerce, and administration after closing
Forgotten non-competition, non-solicitation clause, and knowledge transfer

Draft your share purchase agreement carefully and avoid unnecessary problems in the future. Good agreements prevent disputes regarding the purchase price, guarantees, debts, due diligence, closing, the notary, and liability.

What is a share purchase agreement?

An agreement in which buyer and seller make arrangements regarding the sale and transfer of shares in a company.

Is a purchase agreement sufficient to transfer BV shares?

No. A notarial deed of transfer is required for the transfer of BV shares.

What are guarantees in a share purchase?

Statements from the seller regarding, for example, shares, annual accounts, tax, personnel, contracts, intellectual property, and claims.

What is an earn-out?

A portion of the purchase price that depends on future results, such as revenue or EBITDA.

Can MKB Juristen review an existing share purchase agreement?

Yes. We check, among other things, the purchase price, warranties, indemnities, due diligence, closing, the notary, and liability.

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About Us

Drafting a share purchase agreement

Free intake

Draft or check

Final version

Choose Tailored Legal Solutions

Custom share purchase agreement

Have share purchase agreement reviewed

Have share purchase agreement amended

Our expertise in share purchase agreements

Customization for your share transaction

Our facts

Custom share purchase agreement

Have share purchase agreement reviewed

Have share purchase agreement amended

About us

Our expertise in share purchase agreements

Customization for your share transaction

Our facts

Reviews (21)

Meet our office

Why MKB Juristen?

First, see how we work

What you can expect from us

Why customization?

What do you get?

The founders of MKB Juristen

Denian Wielhouwer

Annelore Hendriks

Ilja van Driel

Jaime Boogaers

Which choices determine the content?

What elements belong in a share purchase agreement?

How do you use this document correctly?

Common mistakes

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

When is this document not enough?

Drafting a share purchase agreement, why?

Why not use a standard document?

Customization per share transaction

Full sale

Minority interest

Management buy-out

Investor

Family transfer

Earn-out

Common mistakes in share purchase agreements

What is a share purchase agreement?

Is a purchase agreement sufficient to transfer BV shares?

What are guarantees in a share purchase?

What is an earn-out?

Can MKB Juristen review an existing share purchase agreement?

Contact us

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