The basic content of the share purchase agreement contains, among other things, the most common clauses: Finally, and as an example, we insert below two models of clauses, which are generally included in the contract to buy and sell shares in the form of declarations and guarantees, for general aspects of great importance: The contract is design for the sale of products to companies , not to the end consumer, and where each transaction constitutes a sale in itself, that it is not part of a long-term agreement on the supply of products. This was the case, it is better to use the model of the international delivery contract (Spanish). The company fills all the materials required by current labour laws, in accordance with working practices, working conditions, wages and hours of work, labour insurance and health insurance, as well as information and payment obligations to authorized government authorities. The contract is consistent with the principles of the 1980 right to sell. The model is intended for the international sale of different types of products (raw materials, industrial components, consumer goods, machinery, etc.). In the main aspects of the contract (products, price, form and date of payment, delivery time, etc.), a number of alternatives have been proposed to choose the most appropriate version for those who write the contract (seller or buyer). This clause implies a declaration from the seller guaranteeing to the buyer that the company has all the necessary authorizations in accordance with Spanish law. Finally, we would like to stress the importance of good legal consultation throughout the acquisition process, not only with regard to the drafting phases of the basic content of the share sale contract, but also in identifying and preventing the current and future risks that may result from such transactions. On the other hand, and with regard to work matters, it is customary to make clauses such as: it is again a statement from the seller and in favor of the buyer to guarantee that the company to acquire meets all the requirements of Spanish labor law. The company [name of the company] is a limited company duly constituted, valid and enforced by the Spanish legal order, which has all the powers and authorizations necessary to carry out its activity, how and how it is developed today, and to own and lease its assets and assets. Irene Terrazas is a licensed lawyer with a law degree and a double master`s degree and specializes in public procurement, business and corporate law. Working languages: Spanish, English and French.
For any request, contact Irene Terrazas.