ComplyKart Services
Share Purchase Agreement
A share purchase is not a handshake — it is price, warranties, conditions, and what happens if the seller hid something. We draft SPAs that protect the buyer without killing the deal, and review them when you are on the buying side.
CA/CS-guided review
Your documents and structure are checked before anything is filed.
Written scope first
Inclusions and payable charges are explained before work begins.
Support till it’s done
One team owns your filing, from the first call to the final handover.
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Your details stay private — we only call about this enquiry.
Experience behind every filing
A quick snapshot of the work so far.
Fees
Fees and packages for Share Purchase Agreement
Every requirement is a little different, so we quote after a short discussion — the consultation itself is free.
Custom quote
Share Purchase Agreement
Talk to a ComplyKart expert — we’ll understand your requirement and share an exact written quote before you pay anything.
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Share Purchase Agreement Package Inclusions
- SPA drafting: purchase price and adjustments
- Representations, warranties and indemnities
- Conditions precedent and closing mechanics
- Non-compete and employment lock-ins
- Execution-ready draft with closing checklist
Overview
What a share purchase agreement actually does
A share purchase agreement records the terms on which shares in a company change hands.
It covers the purchase price, payment terms, and how the price can adjust after closing.
Representations and warranties are the seller's promises about the company's state — tax, litigation, compliance.
Indemnities decide who pays if those promises turn out wrong.
Conditions precedent list what must happen before the deal closes — approvals, consents, no material adverse change.
Benefits
Why deal-makers use our SPAs
Open each benefit to see what it means for you.
Warranties that mean something
Generic warranty lists protect nobody. We draft warranties around your target's actual risks — tax positions, pending litigation, key contracts.
Price protection built in
Completion accounts, earn-outs, escrow — we structure the price mechanics so neither side overpays or gets short-changed.
Disclosure handled properly
Sellers disclose against warranties; buyers need the disclosure process managed tightly. We run both sides of it.
Deal momentum kept
SPA negotiations stall deals. We draft clean first versions and negotiate commercially, not academically.
Documents
What documents do you need for a Share Purchase Agreement?
Clear, current documents matter more than a long checklist. Names, dates of birth and addresses should match across every record — that's what the MCA checks first. Tick what you already have below.
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Target company documents
Verified against MCA requirements
Buyer, seller, and deal documents
Verified against MCA requirements
What is a CIN?
Every Private Limited Company gets a unique 21-character Corporate Identification Number from the MCA. It's proof your company legally exists. You'll need it for bank accounts, tax filings, and contracts. We handle the entire application — you just provide the documents above.
Not sure if your documents are ready?
Send us what you have. A ComplyKart expert will review them for free and tell you exactly what's missing — no obligation.
Get Free Document ReviewQuestions Founders ask us about documents
What if my address proof is old?
Utility bills and bank statements must be less than 2 months old. If yours are older, get a fresh copy — the MCA rejects stale proofs.
Do I need original documents?
No. Clear scans or photos work for the entire process. We never ask you to courier originals.
What if directors live in different cities?
That's normal. Each director uploads their own documents separately. Our system keeps everything organised.
I'm outside India. Can I still register a company?
Yes. India allows 100% foreign ownership in most sectors, and the entire process happens online. You need one Indian resident director, and your passport + address proof must be apostilled — we'll guide you through both. NRI founders and foreign investors do this with us regularly.
Check if you're eligible →How long does registration actually take?
7 to 10 working days from the day your documents are verified. Name approval takes 2-3 days, MCA incorporation another 5-7. We track every stage and update you.
Can I start if I'm missing one document?
Yes. Start now with what you have — we begin name reservation and DSC while you arrange the rest. Most founders are missing one proof; it rarely blocks the timeline.
Process
Share Purchase Agreement process — step by step
You’ll see each stage, what’s pending and what we need from you — so filings don’t bounce back.
Step 1 of 5
Due diligence
The buyer investigates the target — corporate, financial, tax, employment, IP, and litigation. We conduct legal due diligence and flag risks that become warranties or price adjustments in the SPA.
We draft the SPA
Our lawyers draft the agreement covering purchase price and adjustments, conditions precedent, representations and warranties, indemnities, covenants, closing mechanics, and non-compete. First draft typically takes 5-7 working days.
Negotiate warranties and indemnity
The seller's warranties and the indemnity cap, basket, and survival period are the most negotiated provisions. We draft them to reflect the diligence findings.
Satisfy conditions precedent
Regulatory approvals, third-party consents, and lender NOCs are completed. For foreign buyers or sellers, FEMA pricing and reporting compliance is confirmed.
Closing and post-closing
On closing, shares transfer against payment, and filings follow — share transfer forms, board updates, and FC-TRS with RBI for cross-border transfers.
Why ComplyKart
Why ComplyKart for this
You should know who’s doing what. Open a stage to see how the work is shared.
Corporate lawyers, not generalists
SPAs are negotiated by our corporate legal team — people who do deals, not documents.
Commercial first
We protect your position without turning every clause into a war. Deals need to close.
One team through closing
Drafting, negotiation, and closing formalities stay with the same team.
Corporate lawyers, not generalists: SPAs are negotiated by our corporate legal team — people who do deals, not documents.
For NRI founders & foreign investors
If a founder or investor is outside India
You don't need to fly down. Most of our foreign-founder incorporations are completed without the founder ever visiting India — 100% foreign ownership is allowed in most sectors, and the entire process happens online.
Before you start
- 100% foreign ownership is allowed in most sectors — no Indian partner needed
- One Indian resident director is required by law — we help you find a compliant way forward
- Check whether your sector permits automatic-route foreign investment
- Your passport + address proof need an apostille, not an embassy visit
- Map ownership, beneficial ownership and pricing early
After incorporation
- Receive funds through permitted banking channels
- Complete RBI/FEMA reporting (FC-GPR, FLA) and keep the bank evidence
- Coordinate tax and ongoing compliance advice early
Free 15-minute eligibility call. No obligation.
FAQ
Frequently asked questions
Search all 6 answers, or filter by the stage you’re thinking about.
Showing 6 of 6 answers
If money is changing hands for shares, yes — even between friends or family. A short-form SPA prevents the most common disputes: price, payment timing, and who bears hidden liabilities.
Promises the seller makes about the company — that taxes are paid, there is no hidden litigation, contracts are valid. If a promise is false, the buyer can claim compensation.
The seller's list of exceptions to the warranties — things the buyer already knows about and cannot later claim for. It is as important as the SPA itself.
A straightforward deal: 2–4 weeks from first draft to signing. Complex deals with diligence findings take longer.
Yes, if the SPA provides for it — through completion accounts or earn-outs. We build the mechanism that fits your deal.
Share transfers in a private company usually need board approval, and the articles may give existing shareholders first refusal. We check your articles before drafting.
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What clients say about working with us
Real stories from businesses we've worked with.
Our Trademark was applied in all the classes with a short span of time by Complykart Trademark Experts and I can say the level of expertise and commitment they carry is remarkable. It's an A+ from my side. We are now sticking to ComplyKart only.
I found the professionalism of the staff at complykart.com, a pleasure to work with. As a foreigner to India, they took the time to explain the documentation and assisted in every question I raised. I was pleased that complykart.com made it easy for my Business.
Trust, Commitment, Dedication and responsiveness are the best things with ComplyKart. Thanks for handling our Merger assignment with so much care. After my business disputes, complykart handles all things with own sense of understanding.
Learning center
Guides on Share Purchase Agreement
Deeper reading from our articles — the same rules, explained in plain words.
Trust & transparency
Sources & how we keep this page accurate
Primary sources we refer to:
- Ministry of Corporate Affairs (MCA)
- GST Portal
- Income Tax Department
- IP India (Trademark / Patent / Copyright)
Last verified: 6 October 2026
Compliance rules change. If something on this page looks outdated, tell us on WhatsApp and we'll fix it — and your filing will always follow the current rules, not just what's written here.
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Talk to a ComplyKart professional about Share Purchase Agreement. The first consultation is free.
