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M&A
Entity acquisition · clean transfer

Stock Purchase Agreement. Buy the entity, contracts and all.

A Stock Purchase Agreement (SPA) is preferred when continuity matters: buyer wants to keep the entity intact (and all its contracts, licenses, accreditations, EIN, brand). Common in regulated industries (healthcare, FDIC, insurance), professional services, and deals where customer contracts have anti-assignment language. Trade-off: buyer assumes all liabilities (known + unknown). We draft buyer-side or seller-side SPAs with proportionate reps + indemnity + escrow tuned to the diligence outcome.

Draft SPA
All 50 states + DC 60-day money-back SOC 2 Type II
How it works

How we handle Conservation Easement, end-to-end.

A conservation easement is a permanent restriction on the use of land, typically donated to a qualified land trust to preserve the land's natural or open-space character.

1

Eligibility review

Land must have conservation value: scenic, ecological, historic, open-space, or recreational. We assess whether your land qualifies. Most rural and undeveloped properties do; urban properties rarely.

2

Land trust selection

Donation must be to a qualified land trust (501(c)(3)). We refer to local and national land trusts (Land Trust Alliance, The Nature Conservancy, regional trusts). They accept the easement and hold the restriction in perpetuity.

3

Engineering + appraisal

Engineering work documents the conservation value. Qualified appraisal determines diminished land value (the deduction amount). IRS scrutinizes appraisals; we use highly credentialed appraisers with conservation easement experience.

4

Legal documentation + closing

Easement document recorded with county recorder. Permanent restriction runs with the land. Donor receives appraisal-supported deduction. Coordination with attorney specializing in conservation easements.

What we'll set up for you

A clean handoff, in four steps.

You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.

01 · Name + Brand

A name that's actually available.

Real-time check against the state register, USPTO trademark database, and matching domains.

02 · State filing

Filed with the Secretary of State.

We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.

03 · Federal IDs

EIN + the right tax setup.

Federal Employer ID with the IRS, plus state tax accounts when your business needs them.

04 · Stay compliant

Registered Agent + deadline tracking.

Your agent on file in every state, with every renewal and annual report tracked in one calendar.

Pricing

Transparent conservation easement pricing.

Government fees pass through at cost. No upsells.

SPA · simple deal under $5M

$2,499
Standard structure

Stock acquisition of single-owner entity or simple cap table. Standard reps + indemnification. For straightforward small-business acquisitions.

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SPA · standard M&A

$3,999
$5M-50M deals

Full SPA with complete reps + indemnification + escrow + working capital adjustment + earnout (if any). Counsel-supervised. 2 rounds of revisions included.

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SPA · complex / RWI / regulated

$9,999
Complex deal

Complex SPA with R&W insurance integration, multi-jurisdiction, regulatory approvals (HSR, healthcare, financial). For institutional / private-equity transactions.

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FAQ

About the Conservation Easement Service.

What is a stock purchase agreement?
A stock purchase agreement governs the sale of shares in a corporation, setting the price, the shares transferred, representations and warranties, and closing conditions, whether for an investment, a co-founder buy-in, or acquiring a company by buying its stock. We keep your corporation and cap table organized so transactions are clean.
When is a stock purchase agreement used?
When someone buys shares in a corporation, an investor funding the company, a new owner buying in, or an acquirer purchasing the business by buying its stock rather than its assets. Each context shapes the terms. We flag which structure fits your transaction and keep the entity organized for it.
What is the difference between a stock and an asset purchase?
In a stock purchase the buyer acquires the company's shares and, with them, its assets and liabilities, while in an asset purchase the buyer picks specific assets and leaves most liabilities behind. The choice has major legal and tax effects, and we flag it so the structure fits your goals.
What are representations and warranties?
They are the seller's assurances about the company, its finances, ownership, contracts, and liabilities, that the buyer relies on, with remedies if they prove false. They allocate risk between buyer and seller. We flag their importance so a transaction protects the party you are advising.
How does this affect my cap table?
A stock purchase changes ownership, so the cap table must be updated accurately, and issuing new shares to an investor dilutes existing owners, which the agreement and cap table should reflect precisely. We keep your cap table organized so transactions are recorded correctly.
Do I need due diligence for a stock purchase?
Yes, especially as a buyer: because you inherit the company's liabilities in a stock deal, due diligence on its finances, contracts, and legal status is essential before closing. We keep your entity records organized so due diligence, on either side, is smoother.
What are the tax implications?
They differ from an asset deal and depend on the structure and the parties, so tax treatment is a major factor in choosing a stock versus asset purchase, and it needs professional input. We handle the entity and cap-table mechanics and flag where tax counsel should weigh in.
Should investors use a stock purchase or a SAFE?
Early investors often use a SAFE to fund now and convert to stock later without setting a price, while a stock purchase transfers shares at an agreed price now, so timing and valuation drive the choice. We flag how each affects your cap table.
Can File.Business help with a stock transaction?
We keep your corporation and cap table organized so a stock purchase or investment is recorded accurately, flag the diligence and structure considerations, and coordinate with counsel on the agreement, so ownership changes are clean and properly documented.

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220,000+ businesses. 60-day money-back. State fees passed through at cost.
Your operating system, not a transaction
Every deadline auto-tracked across your entities. Compliance Score visible year-round.
Transparent pricing
No hidden fees. No upsells at checkout. State fees disclosed upfront.

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