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Free legal form · Stock Purchase Agreement

Stock Purchase Agreement.

General Stock Purchase Agreement for corporate stock transactions.

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State-specific
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required clauses included
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This is a template, not legal advice. Templates work for many situations. Complex matters or jurisdiction-specific issues warrant attorney review.

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When to use

Right for these situations.

When to use
Issuing investor stock

In a priced round.

When to use
Secondary sale

Existing stockholder selling to third party.

When to use
Option exercise

Employee purchasing on exercise.

When to use
Want clear written terms

Purchase price, representations, transfer.

Common mistakes

What to avoid.

Mistake
No accredited investor verification

SEC exemption typically requires accredited investors.

Mistake
Missing companion documents

Investor priced rounds need IRA, VA, ROFR.

Mistake
Inconsistent with Bylaws

Stock classes must match.

Mistake
Founder stock without 83(b)

Use the Founder Stock Purchase Agreement template.

FAQ

Common questions.

Difference from a SAFE?
SPA: priced rounds. SAFE: pre-priced, converts later.
Founder stock at incorporation?
Use Founder Stock Purchase Agreement template instead.
Do I need a lawyer?
For priced rounds: yes.
Where stored?
Corporate records.

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