2023/01/12 | 便利屋Reレンジャー | 未分類
When it comes to establishing a company, there are several significant legal documents that must be drafted. Two of these documents are a share purchase agreement (SPA) and a share subscription agreement (SSA). Both of these legal documents are used to establish ownership in a company, but they differ in some crucial ways.
What is a share purchase agreement?
A share purchase agreement (SPA) is a legal contract that governs the purchase and sale of shares in a company. In this agreement, the buyer agrees to purchase a specific number or percentage of shares in the company, and the seller agrees to transfer the ownership of those shares. The SPA outlines the terms of the sale, including the purchase price, the payment schedule, and any other conditions that must be met before the sale can be completed.
What is a share subscription agreement?
A share subscription agreement (SSA) is a legal contract that governs the sale of new shares in a company. In this agreement, the company agrees to issue a specific number or percentage of new shares to the buyer, and the buyer agrees to purchase those shares at a set price. The SSA outlines the terms of the sale, including the purchase price, the payment schedule, and any other conditions that must be met before the sale can be completed.
Differences between SPA and SSA
The significant difference between an SPA and an SSA is that an SPA deals with the sale of existing shares in a company, while an SSA deals with the sale of new shares. Another critical difference is that an SPA is between two parties, the buyer and the seller, while an SSA is between the company and the buyer. In an SPA, the seller is the one who receives the payment, while in an SSA, the company is the one that receives the payment.
Another difference between the two agreements is the level of due diligence required by the buyer. In an SPA, the buyer must conduct thorough research on the company to ensure that the shares they are purchasing are valid and that the company is financially stable. In contrast, an SSA is less likely to require due diligence on the buyer`s part, as the company is issuing new shares and not selling existing ones.
Conclusion
In summary, both an SPA and an SSA are legal contracts that govern the sale of shares in a company. The main difference is that an SPA deals with the sale of existing shares, while an SSA deals with the sale of new shares. An SPA is between the buyer and the seller, while an SSA is between the company and the buyer. While both may seem similar at first glance, understanding the differences between these two documents is crucial when establishing ownership and the transfer of ownership in a company. It is always best to seek professional legal advice to ensure that you are using the appropriate document for your specific situation.