Share Purchase Agreement In Spanish
As soon as the terms of the agreement are met, the contract will have full legal effects. On that date, it is customary for the parties to the agreement, buyers and sellers, to appear before a notary to confirm their agreement and to continue the payment of the sale price and the delivery of the shares taking into account the ownership of the fully transmitted shares (the „final phase“). All of this will be reflected in a public document that will serve as reliable evidence of articulated activity. The signature is therefore the date on which the parties sign the agreement and, therefore, approve the transaction, i.e.dem date of implementation of the agreement. The primary reason for this due diligence process is completed is to determine with the greatest degree of security possible the potential risks that the sale of shares may present, both at the time of the acquisition and at a later date. The signing of a share purchase agreement is usually preceded by a legal review or „due diligence“, i.e. the legal, accounting, financial and technical verification of the current situation of the business by the purchaser. With regard to the basic content of the share purchase agreement, we should mention the most common clauses: the following guide to the share purchase contract (SPA) deals with one of the legal transactions in the area of the acquisition of commercial enterprises. Its main objective is to transfer control of a company that includes the forfeiture of rights and obligations through the transfer of a single asset: the acts or actions of the company itself.
Notwithstanding the above, the tradio or transfer of ownership of shares to the buyer generally does not take place at this stage. It should be noted that it is possible that a signature and closure will take place in the same action and not at different times. However, in practice, these cases are reduced to simple, low-complexity business purchases, regardless of a pre-acquisition condition or factor. The increase in the contract is made as the execution of the transaction, the payment of the agreed price or consideration as well as the sale of ownership of the shares or shares of the company. This is because the parties sometimes feel it is appropriate to submit the final conclusion of the purchase transaction to a number of conditions that must be met within a specified time frame. For example, obtaining prior administrative authorization necessary for the transfer, the favourable resolution of a dispute in which the company to be acquired is currently involved, etc. This is why signing is a „promise to purchase“ that is subject to a number of requirements. Once the company has been identified and contact has been made, it is normal, if there is a predisposition to the sale, to sign a confidentiality agreement regarding the information that will be provided to the buyer of the future negotiation. It should be shown that in Spain, this type of agreement is not specifically regulated in Spain.
The conditions agreed between the contracting parties, such as the consequence of the desire for autonomy, are therefore very relevant. If you would like more information about the share purchase agreement, please contact us. Once due diligence is completed satisfactorily, the share purchase agreement is usually signed in a private document (in legal jargon, this phase is called „signing“).