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What is the Preliminary Agreement for the Sale of Units or Shares

The Preliminary Agreement for the Sale of Units or Shares is the agreement whereby the owner and the future purchaser undertake to enter into a contract for the sale of a shareholding, by a certain date and under certain conditions.

The preliminary agreement for the sale of shares is used to set the terms of the deal in advance, binding the parties to respect the agreed conditions. If one party does not appear at the signing of the deed of sale within the agreed time and manner, the other party can apply to the judge to obtain a sentence that produces the effects of the contract not concluded (Article 2932 of the Italian Civil Code).

With the preliminary contract, therefore, the ownership of the shareholding is not transferred. The transfer, on the other hand, occurs only with the signing of the deed of sale. Between the signing of the preliminary agreement and the deed of sale, the buyer can find the financial means for the payment of the price and possibly carry out the necessary checks before the purchase (due diligence).

With the drafting of the preliminary contract for the sale of quotas or shares, it is possible to regulate the most important points of the future sale of the investment. For example, the parties can set the deadline within which the deed of sale must take place, the price of the investment to be sold and the payment of a sum as a deposit to protect themselves from non-fulfillment.

When using the preliminary sale of shares or units

The preliminary contract for the sale of quotas or shares is used to undertake to sell or purchase the participation of a capital company (SRL, SRLS, SPA). As a rule, once the preliminary agreement has been signed, the parties must go to a notary to formalize the sale of the shares or company shares. For the sale of SRL or SRLS shares, it is possible to stipulate the deed of sale also with an accountant. For example, you can use this contract to engage in the sale of shares in an SRL and ensure that no one else buys them before the actual sale.

The preliminary contract can be stipulated by both private individuals and legal entities (e.g. companies). For example, it can be used by an SRL to buy shares in a SPA. The transfer of shares in SRLS, on the other hand, can only take place between individuals. In the event that the sale takes place to a legal person, the SRLS must be transformed into an ordinary SRL.

If the transfer does not concern a shareholding of the company but the complex of company assets or one of its branches, it will instead be necessary to use a preliminary sale of the company or company branch. For example, when an entrepreneur wants to sell his company, selling the machinery and tools necessary for carrying out the business or a part of it.

What does the preliminary contract model for the transfer of a shareholding contain?

Our preliminary agreement for the sale of units or shares meets all legal requirements. The main clauses concern:

  • Deadline for the sale of the shareholding: to indicate the date by which the parties must sign the final sales contract
  • Company data: the name and company name of the company, the registered office, the share capital, etc.
  • Data of the investment sold and price: the percentage of the investment sold, the indication of the price that the buyer will have to pay and the payment methods
  • Deposit: to indicate whether the buyer has already paid or will pay the seller a deposit
  • Non-competition agreement: to prohibit the seller from carrying out activities in competition with the company for the period following the sale
  • Confidentiality clause: to keep information relating to the company and the negotiations for the sale of the investment confidential
  • Due diligence: to carry out checks and assessments aimed at ascertaining the real value of the investment
  • Disputes: to choose whether to have the disputes relating to the contract resolved by the ordinary judge (court) or by an arbitrator

At the end of the interview we will guide you step by step through the subsequent steps necessary for your document to be valid and effective.

Information you need

Part data is required to complete the document. If you don’t know where to find this information we will help you during the guided interview.

The document can be modified in all its parts without time limits. Don’t worry so if you don’t have all the information available during the interview, you can always enter it later.

Remember that our interview does not generate a simple preliminary sale of shares or facsimile shares. Based on your answers, the system automatically draws up a customized contract model for your needs, guaranteeing its legal correctness.

Other names

  • Preliminary contract for the purchase and sale of quotas or shares
  • Preliminary contract for the sale of a company share
  • Preliminary contract for the transfer of a shareholding

Other useful templates and facsimiles

  • Preliminary Contract for the Sale of a Company: to stipulate the definitive contract for the sale of a company (or a company branch) by a certain date
  • Company or Business Branch Rental Agreement: to transfer the management of the business or part of it to another subject in exchange for a fee
  • Shareholders’ Agreements: to regulate relations between shareholders
  • Confidentiality Agreement: to ensure that confidential information is not disclosed
  • Letter of Intent: to establish the points on which the parties have already reached a general agreement