Stock purchase agreement

    This blog is intended to further your knowledge about what a stock purchase agreement entails, and what you should expect when working with Lawrence Pohly, a New York business lawyer who has ample experience drawing up stock purchase agreements in his years running his Law Offices.
    There are several basic provisions that should be included in your stock purchase agreement, and they are as follows:
Date. The initial section of the stock purchase agreements should give the date that the agreement was composed, as well as the name of the parties involved-- the seller and purchaser—who enter into the agreement.
Number and price of shares. This provision should include the name of the company that issued the stock; the number of shares involved in the transaction; and the dollar cost of each share of common stock.
Purchase and sale. Toward the close of the stock purchase agreement, the seller officially conveys ownership of the certificates of stock to the purchaser. All certificates will be endorsed as needed for transfer and the seller will pay any transfer taxes.
Representations and warranties of the seller. This part of the agreement gives permission of the corporation to be legally able to issue the stock to the new shareholder. It states that the corporation is in good standing. This provision also confirms that the seller actually owns the stock and thus, is able to sell the stock to the purchaser.
Representations and warranties of seller and purchaser. All parties involved in the stock purchase agreement acknowledge that everything has been disclosed, as needed.
General provisions. This part of the document includes the entire agreement laws, and ensures that the sale of the shares abides by the standard laws of the area the sale is being made in.
Witnesses. In this section, witnesses sign the document. Witnesses are essentially in order for the document to be legally binding.
Amount and payment of purchase price. This is a particularly practical section in which the rules are laid out regarding when the purchaser will pay the seller for the purchase of the stocks. This is frequently a percentage paid upon signing with the remainder paid when the contract is carried out.
As a friendly New York business lawyer, we at the Law Offices of Lawrence Pohly hope that this delineation of a stock purchase agreement clarifies certain questions regarding the document.