ComplyKart Services
Share Purchase Agreement — Get It Right Before It Costs You
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.
Get a free callback
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.
Talk to us for a quote
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 records.
0 documents marked ready
Tick what you already have. This checklist resets when you leave the page.
Target company documents
Buyer, seller, and deal documents
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.
If a founder or investor is outside India
Foreign ownership is possible in many sectors, but it adds document authentication, banking and FEMA work. Set the route before funds move.
Plan before you start
- Check whether your sector permits automatic-route foreign investment
- Confirm the Indian resident director arrangement
- Map ownership, beneficial ownership and pricing
- Allow time for apostilled or consularised documents
Plan for after setup
- Receive funds through permitted banking channels
- Complete RBI/FEMA reporting and keep the bank evidence
- Coordinate tax and ongoing compliance advice early
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.
Nothing matches that search. Try a shorter word, or choose “All questions”.
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: 4 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.
Get a free consultation
Talk to a ComplyKart professional about Share Purchase Agreement. The first consultation is free.
