Sales and Purchase Agreements

Sales and Purchase Agreements

A Sale and Purchase Agreement (SPA) is a legally enforceable contract delineating the terms and conditions for selling or acquiring items. This document holds paramount importance when engaging in business acquisitions in Thailand. The primary objective of an SPA is to establish mutual clarity and consensus regarding the transaction’s particulars, encompassing aspects such as the purchase price, share quantity, and any accompanying conditions or warranties related to the shares.

Commercial contracts Sales and Purchase Agreements Partnership Agreements
Sales and Purchase Agreements at a glance
Obligations contained in an SPA

A sales and purchase agreement (SPA) is a legally binding requires that compels a buyer to purchase and a seller to sell a product or service.

Using an SPA

SPAs are commonly employed in real estate transactions or when two parties are engaging in the exchange of substantial assets or a significant quantity of items.

Contents of an SPA

A SPA specifies key details like the asset, price, payment terms, due diligence periods, conditions precedent, and potential remedies for pre-sale damage.

Why work with VB and Partners?

Embarking on a business venture, especially in a foreign land, can appear overwhelming. At VB & Partners, we understand this challenge and our experts are ready to assist with your needs. Our comprehensive range of services covers every step, from initial business feasibility assessments to complete incorporation and the start of your business operations.

Navigating local laws and regulations is a paramount concern for foreign enterprises. Our tailored solutions alleviate this complexity, ensuring unwavering adherence to legal mandates. Backed by a team well-versed in the intricacies of the Thai market and regulations, ensuring the smooth operation of your business.

VB & Partners takes pride in its assembly of seasoned experts. Ranging from Incorporation, Accounting & Secretary Services to Immigration and Real Estate, VB & Partners stands as your premier destination for all your legal and accounting needs.

What does this package include

  • Initial Consultation: Conduct an initial consultation with the parties involved, including representatives from the buyer and seller, to gather essential information and understand the specific details of the transaction.

  • Review of Transaction Details: Thoroughly review and analyze the transaction details, including the number and type of shares, purchase price, payment terms, and any conditions or contingencies that need to be addressed.

  • Due Diligence Support: If required, support the due diligence process, including accessing relevant documents and ensuring compliance with regulatory requirements.

  • Drafting of SPA: Prepare a comprehensive Share Purchase Agreement (SPA). Including any amendments or revisions.

  • Finalization: Prepare the final version of the SPA, ensuring accuracy, completeness, and compliance with all applicable laws and regulations.

  • Answering any questions relating to the Sale Purchase Agreement.
In addition to the aforementioned requirements, please note that additional documentation may be necessary during the application process.
Icone 04
Sales and Purchase Agreements
Clarify the terms of your transactions
Minimize any disputes and misunderstandings
5 Business Days
Get Started

Excluding official fees and transportation fees

Price: + 7% VAT

What you must know before applying

When to use an SPA
The SPA serves as a negotiation framework, commonly utilized for substantial acquisitions like real estate or ongoing purchases.
Legally Binding
SPAs are legally binding documents. They are typically the final step in the purchase or sale of an asset, signed by authorized representatives from both parties when they are ready to finalize the deal.
Due Diligence
For larger transactions an SPA often requires due diligence to be performed. This contains indemnification statements, acknowledgment of the asset condition, the right to terminate under specific conditions, and representation authority.
Conditions for the sale
A SPA typically lays out the subsequent transaction steps, which are legally binding conditions for the sale. Failure to fulfill these conditions constitutes a breach of contract.
An SPA will contain provisions detailing how each party is protected from losses or liabilities arising from the transaction.
An SPA will also contain agreements and promises made by both parties regarding their actions and responsibilities during and after the transaction.

Book a Call with our expert

Up to an hour consultation on the process of setting up a company in Thailand.

We will provide you with information on key areas such as; company structure, taxes, accounting and other general aspects of opening a company in Thailand. We will also answer any other legal questions you may have to provide you with a clear overview.

If some extra research is necessary to answer your questions, our experts will check and revert to you with complementary elements by email.

This consultation is provided by legal experts in English or in French.

VB & Partners, BOI Visa, Open a company in thailand, work permit in thailand, PEO service, representative ofice

Frequently Asked Questions

What is a Sale Purchase Agreement?

A sales and purchase agreement (SPA) is a legally binding contract that imposes obligations on both the buyer and seller regarding transaction terms. It comprehensively details all conditions and must be signed by both parties to be valid.

What are the benefits of a Share Purchase Agreement?

A Share Purchase Agreement (SPA) offers several benefits for parties involved in the sale and purchase of shares in a company. Some of the key advantages include:

  1. Legal Clarity: SPAs provide a legally binding framework for the transaction, reducing the likelihood of disputes or misunderstandings between the buyer and seller.

  2. Specific Terms: The SPA allows parties to specify the terms of the sale, including the purchase price, payment structure, and any conditions or contingencies that must be met.

  3. Due Diligence: It typically includes provisions for due diligence, allowing the buyer to investigate the company's financial, legal, and operational aspects before finalizing the purchase.

  4. Asset Protection: SPAs often include indemnification clauses that protect both parties from potential liabilities and risks associated with the company's past actions.

  5. Representation and Warranties: The agreement may include representations and warranties made by the seller regarding the company's financial health, assets, and other critical information.

  6. Closure of the Deal: Once signed, an SPA creates a binding commitment, facilitating the closure of the deal, which is especially valuable in complex transactions.

  7. Dispute Resolution: SPAs usually outline dispute resolution mechanisms, streamlining the process for resolving disagreements that may arise during or after the transaction.

  8. Confidentiality: These agreements often contain confidentiality clauses to protect sensitive business information during negotiations.

  9. Compliance: SPAs ensure that the transaction complies with legal and regulatory requirements, providing peace of mind for both parties.

  10. Clear Exit Strategies: In case of unforeseen circumstances, SPAs may include provisions for termination or exit strategies, allowing parties to navigate changes or challenges.

  11. Protection of Minority Shareholders: In cases where a company has multiple shareholders, SPAs can include provisions to safeguard the rights and interests of minority shareholders.

  12. Regulatory Compliance: It helps ensure compliance with specific industry regulations or government approvals that may be required for the transaction.

  13. Third-Party Approvals: SPAs often address the need for third-party consents or approvals, such as from lenders or regulatory authorities, if applicable.

  14. Stakeholder Confidence: Having a well-drafted SPA can enhance the confidence of stakeholders, such as investors, by demonstrating a clear and structured approach to the transaction.

  15. Risk Mitigation: By outlining potential risks and responsibilities, SPAs enable parties to proactively address and mitigate risks, enhancing the likelihood of a successful transaction.

Overall, a well-structured Share Purchase Agreement provides a solid foundation for a share acquisition, offering legal protection, clarity, and a structured approach to the transaction, which can lead to a smoother and more successful outcome for all parties involved.

Is a Share Purchase Agreement Required?

In goods exchange, a Share Purchase Agreement (SPA) safeguards the interests of both the buyer and seller. Although not always mandatory, having terms and conditions clearly stated in a legal document before the transaction is highly advisable. Without such a contract, you may have limited or no legal recourse in the event of a transaction failure.

Is a Share Purchase Agreement legally binding?

Indeed, SPAs carry legal binding force. Typically, they serve as the final document in the purchase or sale of an asset, requiring signatures from authorized representatives of both parties when both are ready to proceed with the transaction.