Either the buyer or the seller can design the share purchase agreement. However, it is customary for the buyer to draft the agreement in such a way that it complies with the conditions he proposed in his memorandum of understanding. Often, buyers first offer a share purchase with a memorandum of understanding. Regardless of the asset or parties, this agreement offers protection to both parties with a set of fair conditions. You can simply edit to meet your specific offer. Overall, you can set the desired conditions. In our instructions you will find out what you can safely change and what we should not change. This agreement only applies to the purchase or sale of assets, and not to the entire company as a “Going Concern”. You can sell or buy facilities, equipment, a customer list, vehicles, inventory, products under development, software, goods resold by insurance, fire damaged goods or other assets. This is a simple subscription agreement for new shares, under which the subscriber does not need guarantees on the state of the company. When a seller transfers its shares, all assets and liabilities are also transferred at book value to the buyer. All contracts (e.g.B.
leases in which the seller is registered are also transferred to the buyer. Therefore, buyers should make sure that they carry out their due diligence of the company in which they wish to invest. If the entity becomes a separate legal entity from its shareholders, it is likely that the buyer will not assume any debts.