Share purchase agreement template Quebec
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Free template to adapt to your situation: replace the sample information (names, addresses, dates, amounts, references) with your own.
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Share Purchase Agreement
Vendor: [Name], [address]. Purchaser: [Name], [address]. Corporation: [Name Inc.], incorporated under the [Business Corporations Act (Quebec) / CBCA], NEQ [___].
1. Purchase and sale
The Vendor sells to the Purchaser [__] Class [A] shares of the Corporation (the “Shares”), representing [__]% of the issued and outstanding shares, free of any encumbrance.
2. Price
$[amount], i.e. $[__] per Share, payable: $[___] at closing; balance of $[___] in [__] annual instalments bearing interest at [__]%, secured by a pledge of the Shares. Adjustment based on the closing working capital (Schedule A).
3. Vendor’s representations
Valid title; corporate organization and good standing; financial statements; absence of undisclosed liabilities; taxes paid; compliance with laws; material contracts; employees; litigation (Schedule B).
4. Indemnification
The Vendor indemnifies the Purchaser for any loss resulting from a breach of its representations, subject to a threshold of $[___] and a cap of [__]% of the price, for [24] months (tax matters: until prescription).
5. Conditions and closing
Satisfactory due diligence, financing, consents, resignation of directors. Closing on [date]: transfer of share certificates, entry in the securities register, updated declaration to the Registraire des entreprises.
Signed in [city], on [date]. Vendor: ____________ Purchaser: ____________ Intervening: the Corporation ____________
Free, no sign-up. Replace the sample information with your own.
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Drafting notes
- Check the articles and any shareholders’ agreement for restrictions on transfer (consent of the board, right of first refusal).
- Since 2023, the Corporation must keep a register of individuals with significant control and declare its ultimate beneficiaries to the Registraire des entreprises.
- The capital gains exemption on qualified small business corporation shares requires specific conditions: obtain tax advice.
How to use this template
- Download the letter in Word or PDF with the button above.
- Adapt it to your situation: your contact information, the recipient’s, the facts, dates and amounts.
- Send it and keep a dated copy.
About the author
Sonia Pin Legal counsel, business law
Sonia Pin is a legal professional specializing in business law and commercial litigation. She drafts and updates the contract and letter templates published on Avocat Montréal, with a focus on Quebec civil law (Civil Code of Québec) and the practical requirements of the courts and administrative tribunals.
