Share sale agreement for an Australian company

Sell or buy the shares in a Pty Ltd with the risk allocated in writing.

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What this document does

This agreement transfers the shares in an Australian proprietary company from one or more shareholders to a buyer. A share sale hands the buyer the whole company, including every liability inside it, so the document's substance is the warranty and disclosure package that allocates that risk between the parties. It covers the completion steps the Corporations Act requires, supports a fixed price or a completion-accounts adjustment, an optional earn-out and deposit, conditions precedent for approvals and consents, and a restraint on the sellers competing with the business they just sold.

The questions we’ll ask

  1. The company

  2. The seller(s)

  3. Multiple sellers

  4. The buyer

  5. What is being sold

  6. Price

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Is this for a share sale or a business sale?
A share sale. The buyer acquires the company itself, which keeps its ABN, contracts, employees and history, and inherits all of its liabilities. If you are selling the assets of a business out of the entity instead, that is an asset sale and a different document.
Why do the warranties matter so much?
Because the buyer takes the company as it stands, known problems and unknown ones. The seller warrants the company's accounts, tax, contracts, employees and IP, and discloses known issues in a disclosure letter. What is fairly disclosed cannot be claimed on later, so the warranties and the disclosure letter together draw the risk line between the parties.
Can it handle more than one seller?
Yes. You add a card for each selling shareholder, set how many shares each sells and how the price splits, and choose whether the sellers are liable severally (each for their own shares) or jointly and severally. A sellers' representative handles notices for the group.
Does it deal with FIRB or ACCC approval?
Both are available as conditions precedent, so completion waits until the approval comes through. A foreign buyer may need FIRB approval, and larger deals may need ACCC merger clearance, which has been mandatory before completion since 1 January 2026. The document makes them conditions and the guidance tells you to get advice on whether they apply, because completing without a required approval is an offence.
What about tax on the sale?
No GST applies to the share price, and the agreement says so. The seller has a capital gains tax event, and small-business sellers may qualify for CGT concessions, which is a question for your accountant. Stamp duty on share transfers is abolished in NSW and most states, though landholder duty can apply where the company holds land above the state threshold.
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