Share Purchase and Sale Agreement Lawyers

A share purchase agreement governs how ownership in a company is transferred and how risk is allocated between the buyer and seller as control changes hands under a share sale transaction.

We help:

Understand how risk, liability, and control transfer under a share sale agreement
Ensure the agreement reflects the commercial terms and structure of the transaction
Progress the transaction with clarity and confidence toward completion

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We Understand What You Are Going Through

Buying or selling shares in a company often involves more than a simple transfer of ownership. Share transactions commonly raise issues around historic liabilities, warranties, management control, or how the business will operate after completion.

As negotiations progress, it is not always clear which issues should be addressed in the share purchase agreement and which can be managed separately. These decisions can have lasting consequences for both buyers and sellers given that ownership of the company, and its liabilities, transfers in full..

We understand that share transactions can feel complex and high-stakes. We help you work through the legal and commercial considerations in a calm and practical way, so decisions are made with clarity and confidence as the transaction unfolds.

Our Services Include

Advising on the legal and commercial aspects of share purchase transactions
Preparing, reviewing, and negotiating share purchase and share sale agreements
Advising on warranties, indemnities, and risk allocation
Supporting due diligence and information disclosure processes
Clarifying obligations and liabilities before and after completion
Guiding the transaction through completion and post-completion arrangements

Our Difference

Accountability & Expertise

Every matter we handle comes with full accountability. You’ll deal directly with an expert – every time, no exceptions.

In Your Shoes

Understanding your unique circumstances and goals - so our advice is practical, personal, and never given in a vacuum.

Transparency & Communication

We speak your language. That means plain, clear advice - what’s happening, why it matters, and what comes next.

50+

Australian Based Team

4,000+

Matters Expertly Handled

10+

Awards & Industry Recognition

Our Process

Book Meeting
Fill in the contact form below or call our office to book an initial consult. You can choose between an in-person or video conference.
Get Advice 
You’ll discuss your situation in depth with a senior lawyer. This includes exploring your requirements, goals, and desired outcomes. You’ll walk away from this meeting with a clear understanding of the next steps.
Achieve Outcomes 
Our legal team will work tirelessly to achieve your desired objectives. We work hard, communicate regularly, and pride ourselves on delivering results.

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Take the First Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

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Andrew Henshaw

Managing Director

Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)

Our Directors

Managing Director

Andrew Henshaw

Director

Demian Walton

Director

Jennifer Maher

Director

Jess Hill

Director

Rajan Verma

Director

Robert Osler

Director

Seamus Ryan

Director

Tori Kilby

Director

Greg Thomas

Share Purchase Agreement Lawyers: Before Shares Change Hands

A share sale involves more than signing the transfer form. In a private company share sale, the buyer usually acquires shares in a company that already carries its own contracts, records, debts, tax position and commercial history. Issues that are missed before signing can later become price disputes, warranty claims or handover problems after completion.

A share purchase agreement lawyer can help buyers and sellers resolve the key issues while there is still room to negotiate what is being sold, what must happen before completion, and who bears the risk if a liability, tax issue or other problem emerges after completion.

What should be checked before signing?

A share sale is different from a business or asset sale. In an asset sale, selected assets and liabilities are transferred. In a share sale, the company generally remains the same legal entity, but ownership of its shares changes.

That distinction matters. A buyer may inherit employee issues, unpaid debts, disputed contracts, tax exposures or records that have not been properly maintained. A seller may also remain exposed to broad warranty claims well after completion.

Before signing a share sale agreement, check the constitution, shareholder agreement and transfer restrictions. Pre-emptive rights, board consent or shareholder approval requirements can affect whether approvals are required before shares can be transferred.

The purchase price should also be settled early, including how the final amount will be calculated and paid. Deposits, completion accounts, working capital adjustments, debt-free/cash-free calculations, earn-outs and deferred payments can become pressure points if the agreement leaves those details unclear.

Due diligence and disclosure do much of the risk work

In a private company share sale, due diligence helps the buyer check whether the agreed price is supported by the company’s records, obligations and risks. That usually means reviewing financial records, tax information, contracts, leases, employment arrangements, intellectual property, PPSR registrations, litigation, insurance and related-party dealings.

The disclosure process matters for sellers too. Poor or informal disclosure can leave room for a buyer to argue later that a warranty was inaccurate or that a material issue was not properly disclosed. A well-prepared disclosure letter or data room index can make a real difference if there is a dispute after completion.

A share sale agreement lawyer can help draft warranties and indemnities so they work in practice. A buyer may want a specific indemnity for a known tax, debt or contract issue. A seller may want liability caps, time limits, knowledge qualifiers and protection for matters fairly disclosed.

Completion and post-completion control

Completion should be treated as a handover process, not just a payment date. The agreement should say who delivers signed share transfer forms, board approvals, updated registers, director resignation letters, bank authority changes, releases of security, shareholder loan repayments and access to records.

These items can seem administrative until they delay the deal. A buyer who has paid but does not control bank access, company records or officeholder changes may be left exposed. A seller who remains on records longer than expected may also face avoidable practical risk.

Some post-completion obligations continue after completion: restraints, handover support, earn-out calculations, working capital adjustments, warranty claim procedures and finalisation of outstanding debts or loans. Loose wording can turn a completed transaction into a post-completion dispute, especially where the parties disagree about accounts, earn-outs or warranty claims.

How Velocity Legal can help

Velocity Legal’s commercial lawyers assist buyers, sellers, business owners and advisers with share purchase and sale agreements. We advise on transaction structure, due diligence, disclosure, warranties and indemnities, completion mechanics and post-completion obligations.

If you need a share purchase lawyer or share sale lawyer for a private company transaction, contact Velocity Legal before signing heads of agreement, accepting final terms or exchanging transaction documents. Read Less

Frequently Asked Questions

What is a share purchase agreement?

A share purchase agreement sets out the terms on which shares in a company are bought and sold. It governs issues such as price, warranties, risk allocation, and what happens before and after completion of the transaction.

How is a share purchase different from a business or asset sale?

In a share purchase, ownership of the company changes hands, including its assets and liabilities. This differs from an asset sale, where specific assets are transferred without acquiring the company itself or its historical liabilities.

What role do warranties and indemnities play in a share purchase?

Warranties and indemnities help allocate risk between the buyer and seller by addressing issues such as the company’s financial position, compliance, and past conduct. Understanding how these provisions operate is critical to managing exposure araising from the transfer of ownership.

Can share purchase agreements be negotiated?

Yes. Share purchase agreements are commonly negotiated to reflect the commercial position of the parties, particularly following due diligence. Terms may be adjusted to address identified risks or clarify responsibilities between the buyer and seller.

What happens after completion of a share purchase?

After completion, there may be ongoing obligations such as restraint provisions, management arrangements, or post-completion adjustments. Understanding these obligations helps ensure a smooth transition following the change in ownership.

Take the First
Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

Transparent quotes (no ‘bill shock’)
Rapid response
Award winning team

Book Consult

4.9

89 Google Reviews

Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)