Share Purchase Agreement (Australia)
This Share Purchase Agreement (the “Agreement”) is entered into on [Agreement Date] by and between:
[Seller Name], of [Seller Address], [Seller City] [Seller State] [Seller Postcode], Australia (the “Seller”); and
[Buyer Name], of [Buyer Address], [Buyer City] [Buyer State] [Buyer Postcode], Australia (the “Buyer”).
The Seller and the Buyer are referred to collectively as the “Parties” and individually as a “Party”.
BACKGROUND
A. The Seller is the registered and beneficial owner of [Number of Shares] [Share Class] in the capital of [Company Name] (ACN [Company ACN]), a company incorporated in [Company State] under the Corporations Act 2001 (Cth) (the “Company”).
B. The Seller wishes to sell, and the Buyer wishes to purchase, those shares on the terms and conditions set out in this Agreement.
NOW IT IS AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires:
- “ASIC” means the Australian Securities and Investments Commission.
- “Business Day” means a day that is not a Saturday, Sunday, or public holiday in [Governing Law].
- “Completion” means completion of the sale and purchase of the Shares under clause 5.
- “Completion Date” means [Completion Date], or such other date as the Parties may agree in writing.
- “Corporations Act” means the Corporations Act 2001 (Cth).
- “Purchase Price” means A$[Purchase Price] ([Price Per Share] per Share).
- “Shares” means the [Number of Shares] [Share Class] in the Company being sold under this Agreement.
2. SALE AND PURCHASE OF SHARES
2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, the Shares free from all encumbrances and third-party claims.
2.2 The Shares are sold with full title guarantee. The Seller has the full right, power, and authority to sell and transfer the Shares to the Buyer.
2.3 On Completion, the Seller will transfer the Shares to the Buyer, and the Buyer will accept the transfer, in accordance with the Corporations Act and the Constitution of the Company.
3. PURCHASE PRICE
3.1 The total consideration payable by the Buyer to the Seller for the Shares is A$[Purchase Price] (Australian dollars), being A$[Price Per Share] per Share.
3.2 The Purchase Price is exclusive of any goods and services tax (GST). The Parties acknowledge that the sale of shares is generally input-taxed for GST purposes under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3.3 Payment of the Purchase Price shall be made by [Payment Method] on or before the Completion Date.
4. STAMP DUTY
4.1 All stamp duty, transfer duty, and other duties or taxes payable on or in connection with the transfer of the Shares under this Agreement shall be borne and paid by [Stamp Duty Party].
4.2 The Parties acknowledge that stamp duty on the transfer of shares is a state and territory tax and that rates, exemptions, and concessions vary between Australian jurisdictions. The party responsible for stamp duty shall lodge the required transfer documents and pay the applicable duty in accordance with the laws of [Governing Law] within the time required by the relevant revenue authority.
4.3 If an exemption from stamp duty is available, the party responsible for stamp duty shall take all reasonable steps to obtain such exemption and provide the other Party with evidence of the exemption.
5. COMPLETION
5.1 Completion shall take place on the Completion Date at a location agreed by the Parties.
5.2 At Completion, the Seller must deliver to the Buyer:
- a duly executed instrument of transfer in respect of the Shares in favour of the Buyer;
- the share certificate(s) for the Shares (or a statutory declaration regarding lost share certificates);
- a copy of any Board resolution approving the transfer of the Shares;
- any other documents reasonably required to give effect to the transfer.
5.3 At Completion, the Buyer must pay the Purchase Price to the Seller by [Payment Method].
5.4 Following Completion, the Buyer shall lodge the transfer documentation and share certificates with ASIC and attend to registration of the transfer in the Company's register of members in accordance with the Corporations Act.
6. SELLER WARRANTIES
6.1 The Seller represents and warrants to the Buyer that, as at the date of this Agreement and as at Completion:
- the Seller has full legal capacity and authority to enter into and perform this Agreement;
- this Agreement constitutes a valid and binding obligation of the Seller;
- the Seller is the sole registered and beneficial owner of the Shares and has the right to sell and transfer the Shares;
- the Shares are fully paid and free from all mortgages, charges, liens, encumbrances, restrictions, and third-party claims;
- there is no pending or threatened litigation, arbitration, or regulatory proceedings affecting the Company or the Shares;
- the Company is duly incorporated and validly exists under the Corporations Act;
- all returns, documents, and information required to be lodged with ASIC have been lodged within the required timeframes.
6.2 The Seller's warranties in clause 7.1 are subject to any matters fairly disclosed in writing to the Buyer before the date of this Agreement.
6.3 The Seller's liability for any breach of warranty shall be limited to claims made within [Warranty Period] months after Completion ([Tax Warranty Period] months for tax-related warranties).
7. BUYER ACKNOWLEDGMENTS
7.1 The Buyer acknowledges that:
- the Buyer has conducted its own due diligence enquiries in respect of the Company and the Shares;
- the Buyer is acquiring the Shares on the terms of this Agreement and not in reliance on any representation, warranty, or statement by the Seller or any other person other than as set out in clause 7;
- the Buyer is responsible for obtaining its own legal and taxation advice in relation to the acquisition of the Shares.
8. CORPORATIONS ACT COMPLIANCE
8.1 The Parties must ensure that the transfer of the Shares is effected in accordance with the Corporations Act 2001 (Cth) and, in particular, that the instrument of transfer is in the approved form and is lodged with the Company for registration within the time required by the Corporations Act.
8.2 If the Company's Constitution contains any pre-emptive rights, rights of first refusal, or board approval requirements in relation to the transfer of shares, the Parties must comply with those requirements before Completion.
8.3 The Seller must not, between the date of this Agreement and Completion, without the prior written consent of the Buyer, take any action that would cause any warranty in clause 7 to be untrue or inaccurate or that would diminish the value of the Shares.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements.
9.2 Amendments. No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of each Party.
9.3 Waiver. A failure or delay by a Party to exercise a right does not constitute a waiver of that right.
9.4 Severability. If any provision of this Agreement is held to be void, voidable, illegal, or unenforceable, that provision is severed without affecting the validity of the remaining provisions.
9.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one instrument.
9.6 Governing Law. This Agreement is governed by the law of [Governing Law], and the Parties submit to the non-exclusive jurisdiction of the courts of [Governing Law].
EXECUTED as an agreement.
SELLER
Full name: [Seller Name]
Address: [Seller Address], [Seller City] [Seller State] [Seller Postcode]
BUYER
Full name: [Buyer Name]
Address: [Buyer Address], [Buyer City] [Buyer State] [Buyer Postcode]
Seller
________________
Signature
Date: ________________
Buyer
________________
Signature
Date: ________________
What Is a Share Purchase Agreement (Australia)?
A Share Purchase Agreement in Australia records the issue or transfer of shares and the rights attaching to them, consistent with the share-capital provisions of the Corporations Act 2001 (Cth).
In Australia, companies are incorporated and regulated under the Corporations Act 2001 (Cth), a federal statute administered by the Australian Securities and Investments Commission (ASIC). When shares in an Australian company change hands, the transfer must comply with both the Corporations Act and the company's own constitution. The SPA provides the contractual framework that governs the entire sale process: from the agreement on price and completion mechanics, through to the warranties and representations that the seller provides about the company and the shares.
A well-drafted Australian SPA will address several important legal and tax matters that distinguish it from share sale agreements used in other common law jurisdictions. First, stamp duty is a state and territory tax in Australia, and the liability to pay duty on a share transfer — and the applicable rate — depends on the nature of the company's assets and the jurisdiction in which the transaction is effected. Second, the capital gains tax (CGT) framework under the Income Tax Assessment Act 1997 (Cth) applies to the seller's realisation of the shares, and the SPA should include appropriate CGT warranties and disclosures. Third, the constitutional transfer restrictions and ASIC notification obligations that apply under the Corporations Act must be addressed in the completion mechanics.
The Australia Share Purchase Agreement (Australia) template is suitable for the sale of shares in Australian proprietary companies (Pty Ltd) and is governed by the laws of the Australian state or territory selected by the parties.
The legal framework governing the Share Purchase Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Share Purchase Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Share Purchase Agreement (Australia)?
A Share Purchase Agreement is required in Australia whenever a shareholder sells or transfers shares in a company to another person or entity for value. The most common situations include:
Business acquisitions — when one company or individual acquires all or a controlling interest in another company through share purchase rather than an asset purchase. A share acquisition allows the buyer to acquire the entire legal entity, including all assets, contracts, employees, and liabilities.
Founder or co-founder exits — when one of the founders of a start-up or small business wishes to exit, the remaining founders or new investors typically purchase the departing founder's shares under a formal SPA.
Investor buy-outs — when an angel investor, private equity firm, or other financial investor liquidates their stake in a portfolio company.
Management buy-outs (MBOs) — when the management team of a company acquires the shares from the existing owner, often with the assistance of third-party financing.
Employee share plans — when an employee who holds shares under an employee share plan (ESP) or employee share scheme (ESS) exits the company and their shares are purchased back by the company or remaining shareholders.
Succession planning — when a business owner transfers shares to family members, a family trust, or a business successor as part of an estate plan or business succession strategy.
An SPA is always preferable to an informal or undocumented share transfer. Without a written agreement, the parties may dispute the agreed price, the warranties given, the completion obligations, and the allocation of tax liabilities and stamp duty.
Parties in Australia should prepare a Share Purchase Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Share Purchase Agreement (Australia)
A Share Purchase Agreement for use in Australia should contain several key provisions that reflect the specific requirements of Australian company law, taxation law, and commercial practice.
Definitions and structure — The SPA should clearly define the parties (Seller and Buyer), the target company (with its full name and ACN as registered with ASIC), the shares being transferred (number, class, and price per share), and the completion date. The total purchase price must be stated in Australian dollars.
Completion mechanics — The SPA must specify what each party is required to do at completion: the seller must deliver a duly executed instrument of transfer, the share certificate(s), and any board or shareholder approvals required under the Corporations Act or the company's constitution; the buyer must pay the purchase price in the agreed manner.
Stamp duty allocation — Given that stamp duty is a state and territory tax, the SPA should expressly allocate the obligation to pay stamp duty and specify which party is responsible for lodging the transfer documents with the relevant revenue office. In most ordinary share transfers (other than landholder duty scenarios), the buyer is responsible for stamp duty.
CGT warranties — The seller's capital gains tax position is relevant both to the seller (who must calculate and report the capital gain) and to the buyer (who will want to understand the tax history of the shares, particularly for company reorganisations or future disposals). The SPA should include appropriate CGT warranties from the seller.
Seller warranties — The seller should warrant title to the shares, authority to sell, and the accuracy of representations about the company. Warranty periods should be aligned with the ATO's standard amendment periods: 18–24 months for general warranties and up to 7 years for tax warranties.
Corporations Act compliance — The SPA must address how the transfer will be effected in compliance with the Corporations Act, including the constitution's transfer restrictions, board approval requirements, ASIC notification obligations, and registration of the transfer in the company's share register.
Additional compliance elements for a Share Purchase Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Forms Legal. (2026). Share Purchase Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/corporate/share-purchase-agreement-australia
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year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/corporate/share-purchase-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A Share Purchase Agreement (SPA) is a legally binding contract that records the terms on which a seller transfers shares in a company to a buyer for an agreed consideration. In Australia, the sale of shares in a company incorporated under the Corporations Act 2001 (Cth) is one of the most common forms of business acquisition. An SPA is needed whenever a shareholder sells all or part of their shareholding: whether it is a founder exiting a start-up, a retiring shareholder selling to remaining owners, or a larger M&A transaction. The SPA sets out the purchase price, completion mechanics, warranties, stamp duty allocation, and any other conditions that the parties agree to satisfy before or after transfer. Without a written SPA, the parties risk disputes about price, title, and what representations were made during negotiations.
Stamp duty on share transfers is a state and territory tax and the rules differ significantly across Australian jurisdictions. In most states and territories, the transfer of shares in a company that does not hold land-rich assets is exempt from stamp duty, or the duty is minimal. However, if the target company holds substantial landholdings — referred to as 'landholder duty' or 'land-rich duty' — the transfer of a significant interest in that company may attract duty at rates applicable to land transfers. For example, under the Duties Act 1997 (NSW) and equivalent legislation in Victoria, Queensland, and Western Australia, acquisitions of interests in landholding entities may be dutiable at rates of 5–6.5% of the unencumbered value of the land. Buyers should always obtain specialist stamp duty advice from a solicitor or tax agent before completing a share acquisition.
The sale of shares in an Australian company is a CGT event A1 under section 104-10 of the Income Tax Assessment Act 1997 (Cth) (ITAA 1997). The capital gain or loss is calculated as the difference between the capital proceeds and the cost base of the shares. If the seller is an individual or trust who has held the shares for more than 12 months, a 50% CGT discount may be available under Division 115 of the ITAA 1997. Companies are not eligible for the CGT discount. In some circumstances, small business CGT concessions under Division 152 of the ITAA 1997 may further reduce or eliminate the taxable gain. CGT consequences are specific to each seller's circumstances, and all parties to a share sale should obtain independent advice from a registered tax agent or solicitor before completing the transaction.
In an Australian share sale, the seller typically provides two categories of warranties: title warranties and business warranties. Title warranties confirm that the seller owns the shares, has the right to sell them, and that the shares are free from encumbrances. Business warranties cover the condition of the underlying business: that the company's financial statements are accurate, that there are no undisclosed liabilities, that the company is not subject to any material litigation, that all ASIC filings are current, and that no material adverse change has occurred since the last accounts. In sophisticated transactions, the parties often negotiate detailed disclosure letters in which the seller qualifies the warranties by reference to specific facts and documents. Warranty periods are typically 18–24 months for general warranties and up to 7 years for tax warranties (aligned with the ATO's amendment period under section 170 of the Income Tax Assessment Act 1936 (Cth)).
Under the Corporations Act 2001 (Cth), the transfer of shares in a proprietary company is subject to several requirements. First, the company's constitution may include restrictions on transfer, such as pre-emptive rights in favour of existing shareholders or a requirement for board approval. These constitutional restrictions must be satisfied before the transfer can be registered. Second, under section 1071B of the Corporations Act, a proper instrument of transfer (usually in the approved ASIC form) must be presented to the company before the transfer is registered in the company's register of members. Third, the company must issue a new share certificate to the buyer (or update its register if shares are uncertificated). In addition, changes to the register of members must be reflected in ASIC's records through lodgement of a change to company details (Form 484 or equivalent online lodgement through ASIC Connect).
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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