Share Purchase Agreement Ireland: What It Covers (2026)

Last updated October 2026. General information only, not legal advice.

When someone buys an Irish private company by acquiring its shares, the deal is recorded in a share purchase agreement, often called an SPA or a share sale and purchase agreement. It sets the price, says what the seller promises about the company, and lists what happens on the day the shares change hands. This guide explains what an SPA normally covers, the legal steps around it under the Companies Act 2014, and the tax and filing points to check in 2026.

Share sale or asset sale?

There are two ways to buy a business. In a share sale the buyer acquires the company itself, with everything in it: its assets, contracts, employees, history and liabilities. The company stays the same legal entity and only its owners change. In an asset sale the buyer picks particular assets, such as stock, equipment, goodwill and contracts, and can leave liabilities behind with the seller’s company.

Because a share buyer inherits the company’s past, the SPA is built around finding out about that past and allocating the risk of it. One practical difference concerns staff. The transfer of undertakings (TUPE) regulations apply where a business moves from one employer to another. In a pure share sale the employer does not change, so employees simply remain employed by the same company. For the wider process, see our guide to selling a business in Ireland.

What a share purchase agreement normally covers

The parties, the shares and the price

The agreement identifies the seller, the buyer and the exact shares being sold. It states the price and how it is paid: in full on completion, in instalments, or partly deferred or dependent on future performance. Where the price depends on the company’s financial position at completion, the SPA sets out how that is measured, commonly through completion accounts or a fixed “locked box” date.

Conditions

If something must happen before the sale can complete, such as a landlord’s or lender’s consent or a regulatory approval, the SPA lists these conditions and says what happens if they are not met.

Warranties and the disclosure letter

Warranties are statements by the seller about the company, for example that its accounts are accurate, its tax returns are filed, it owns its assets and it is not in dispute with anyone. If a warranty turns out to be untrue and the buyer suffers loss, the buyer may have a claim. In practice the seller qualifies the warranties through a disclosure letter that sets out known exceptions. The SPA usually also limits claims by time and by amount.

Tax protection

Buyers commonly ask the seller to cover tax liabilities of the company that relate to the period before completion, either in the SPA or in a separate tax deed.

Restrictive covenants

To protect the goodwill being bought, the seller often agrees not to compete with the business or approach its customers and staff for a period after the sale. These restrictions are only enforceable to the extent they are reasonable in duration, area and scope.

Completion

The SPA lists what each side hands over at completion. This typically includes signed stock transfer forms, share certificates, director and secretary resignations, board minutes approving the transfer and the company’s statutory registers.

Transferring the shares: Companies Act 2014 steps

• A written instrument is required. Under section 94, shares are transferred by an instrument in writing, usually a stock transfer form, and the company cannot register a transfer without one. The seller remains the holder until the buyer is entered in the register of members.
• Check the constitution. Under section 95, unless the constitution says otherwise, the directors of a private company may decline to register a transfer. The statutory right of first refusal in the Act applies to new shares being allotted, not to transfers of existing shares, so pre-emption rights on a transfer exist only where the constitution or a shareholders’ agreement provides them.
• Update the registers. The register of members must be updated, and section 99 requires share certificates to be ready within 2 months after a transfer is lodged.
• CRO filings. The Companies Registration Office says a company is not required to notify it of a share transfer at the time. The change is reflected in the next annual return. A change of director or secretary must be notified on Form B10 within 14 days.
• Beneficial ownership. If the sale changes who owns or controls more than 25% of the company, the Register of Beneficial Ownership filing needs to be updated.

Our step-by-step guide on how to transfer shares in a private Irish company covers the mechanics.

Stamp duty and tax points to check

• Stamp duty. Revenue charges stamp duty at 1% on transfers of shares. A higher 7.5% rate can apply to shares that derive their value from Irish non-residential property. No duty applies where the consideration is 1,000 euro or less, provided the transfer is not part of a larger transaction. The return is filed on ROS, and Revenue’s practice is that filing and payment are due within 44 days of signing.
• Capital gains tax. The seller may be liable to CGT on the gain. Revenue’s guidance states that the rate for most gains changed to 31% on 7 October 2026, following Budget 2027. Reliefs such as revised entrepreneur relief, with a 10% rate on qualifying gains up to a lifetime limit of 1.5 million euro for gains from 1 January 2026, and retirement relief may be available, each with detailed conditions.
• Merger control. Larger deals must be notified to the Competition and Consumer Protection Commission. From 1 July 2026 the thresholds are aggregate turnover in the State of at least 100 million euro, with at least two of the businesses each having turnover in the State of at least 15 million euro.

Tax on a company sale depends heavily on personal circumstances, so sellers should take tax advice before agreeing a price or structure.

Using a template, and when to involve a solicitor

For a straightforward sale of a small private company between parties who know the business well, for example a sale to a co-shareholder or a family member, a structured template can help you record the terms properly. Our Share Sale and Purchase Agreement is a self-complete document, and related items are in our shareholder and director documents category.

Buying or selling a company is a significant transaction. Where the price is substantial, the buyer is at arm’s length, there is property, debt or regulated activity in the company, or you need to investigate the company’s history, speak to a solicitor and a tax adviser. You can search the Law Society’s Find a Solicitor directory.

Frequently asked questions

What is a share purchase agreement in Ireland?

It is the contract under which the shares in a company are sold. It sets out the price, the seller’s warranties about the company, any conditions, protections for the buyer and what each side must deliver at completion. The shares themselves are then transferred by a stock transfer form.

Is stamp duty payable on a share purchase in Ireland?

Yes. Revenue charges stamp duty at 1% on transfers of shares, paid by the buyer through a return on ROS. No duty applies where the consideration is 1,000 euro or less and the transfer is not part of a larger transaction. A 7.5% rate can apply to shares deriving their value from Irish non-residential property.

Do I need to tell the CRO about a share transfer?

Not at the time of the transfer. The CRO states that a share transfer is reflected in the company’s next annual return and that the stock transfer form is not filed with it. Changes of director or secretary that happen with the sale must be notified on Form B10 within 14 days.

What is the difference between a share purchase and an asset purchase?

In a share purchase the buyer acquires the company with all of its assets and liabilities, and the company carries on as the same legal entity. In an asset purchase the buyer acquires chosen assets from the company and can leave liabilities behind.

What are warranties in a share purchase agreement?

Warranties are statements the seller makes about the company, such as that its accounts are accurate and its taxes are paid. If a warranty is untrue and the buyer suffers loss, the buyer may be able to claim against the seller, subject to the limits and disclosures agreed in the contract.

Sources: Revenue: stamp duty on shares; CRO: share transfer; Companies Act 2014, section 94; Revenue: how to calculate CGT; CCPC: when to notify a merger.

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