The buyer follows in the seller`s footsteps as a shareholder or director, but the employees, contracts, real estate, etc. of the company remain the property of the company. The transfer of the company`s assets is therefore not necessary, so a sale of shares can often be completed without the participation of third parties. The purchase of shares is therefore often much more discreet than a purchase of assets. The share purchase agreement is generally a very detailed document, usually based on the detailed information developed either from an accountant`s long form report (if any) or, as a general rule, from the legal diligence that should have been exchanged between lawyers on both sides of the transaction prior to the start of writing. A shareholder has the prima facie right to transfer his shares whenever and to whomever he wants. However, this freedom can be considerably restricted by the provisions contained in the articles. Two common forms of restriction contained in private company articles are: (a) provisions that the board of directors should have general or limited authority to refuse the registration of transfers to the termination of the transfers; and (b) pre-purchase clauses that are provisions that require a member to first propose his actions to others, such as directors or other members. The second step is the transfer of shares. At the end of the second stage, the buyer becomes the owner of the shares that were part of the sale transaction.

This second stage is often referred to as a "colony." This is explained in more detail in the next section, but the seller`s guarantees are usually set out in a separate schedule of the share purchase agreement. A trust fund is an agreement by which a third party (for example. B a law firm or bank) temporarily holds the assets related to a transaction and is responsible for it until it is concluded to ensure the safety of the parties. In the case of AM, all or part of the purchase price may be placed in trust to protect the interests of the parties. Escrow is particularly useful for holdbacks, earn-outs and purchase price adjustments, as well as a repository for compensation funds (if necessary).