Share Purchase Agreement Quebec

Share Purchase Agreement Quebec: Everything You Need to Know

If you`re a business owner looking to sell your company in Quebec, one of the most important documents you`ll need to understand is the share purchase agreement. This legal document outlines the terms of the sale and transfer of ownership of the company`s shares from the seller to the buyer. In this article, we`ll cover everything you need to know about share purchase agreements in Quebec, including their purpose, key terms, and legal requirements.

Purpose of a Share Purchase Agreement

A share purchase agreement is a crucial component of any transaction involving the sale of a company`s shares. It sets out the terms of the deal, including the purchase price, payment terms, and any warranties or representations made by the seller. The agreement also outlines the obligations and liabilities of both parties, such as post-closing covenants, non-compete clauses, and employee retention agreements.

Key Terms in a Share Purchase Agreement

Here are some of the key terms you`ll typically find in a share purchase agreement:

Purchase Price: This is the amount of money the buyer agrees to pay for the shares of the company being sold. The purchase price is usually calculated based on a multiple of the company`s earnings, assets, or other financial metrics.

Payment Terms: The agreement will outline the payment terms, including the amount and timing of any upfront payment and any deferred payments or earnouts.

Warranties and Representations: These are promises made by the seller regarding the company`s financial, legal, and operational status. The warranties and representations are essential in providing the buyer with comfort that the company is in good standing and that there aren`t any hidden liabilities or risks.

Indemnification: This clause outlines the obligations of both parties in the event of breaches of warranties and representations or other disputes. Typically, the seller will agree to indemnify the buyer for any losses resulting from breaches of warranties or representations.

Legal Requirements for Share Purchase Agreements in Quebec

In Quebec, the legal requirements for share purchase agreements are governed by the Quebec Civil Code. Under Article 1874, the agreement must be in writing and signed by both parties to be binding. The agreement must also include essential elements such as the purchase price, payment terms, and a description of the shares being sold. Additionally, the agreement should be clear and unambiguous, with no room for interpretation or confusion.


A share purchase agreement is an essential document for any business owner looking to sell their company in Quebec. It outlines the terms and conditions of the sale and transfer of ownership of the company`s shares from the seller to the buyer. Understanding the key terms and legal requirements of share purchase agreements is crucial to ensure a smooth and successful transaction. If you`re planning to sell your company, it`s recommended to seek the advice of a qualified legal professional who can guide you through the process and ensure that your interests are protected.