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Stock Repurchase Agreement

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Image 1

Prepared by:

​[Corporation.Company]​

​[Corporation.StreetAddress]​

​[Corporation.City][Corporation.State]​

​[Corporation.PostalCode]​

Prepared for:

​[Stockholder.StreetAddress]​

​[Stockholder.City]​[Stockholder.State]​

​[Stockholder.PostalCode]​

A stock repurchase agreement is a binding contract between a person with shares in a company that desires to repurchase them. You can use our stock repurchase agreement template if you’re looking to sell back your shares to a Company, or if you’re a Company requesting the buy-back of outstanding shares.

This Agreement shall be entered into on (date) by

​[Corporation.Company]​

​[Corporation.StreetAddress]​

​[Corporation.City][Corporation.State]​

​[Corporation.PostalCode]​

Hereby known as the 'Corporation', and​

​[Stockholder.FirstName][Stockholder.LastName]​

​[Stockholder.StreetAddress]​

​[Stockholder.City]​[Stockholder.State]​

​[Stockholder.PostalCode]

Hereby known as the 'Stockholder'.

The Stockholder currently owns (number of shares) of Common Stock ("Shares") of which they wish to sell. The Corporation wishes to repurchase these Shares upon the price and terms outlined in this Agreement.

The Stockholder will need to provide proof of their ownership of the shares before the transfer. When the stockholder initially bought the shares, they should have received a certificate stating the number of shares bought and the price at which they were purchased.

1. REPURCHASING PRICE AND PAYMENT

Most companies will agree to buy back the shares at the current market value. However, there may be some instances in which the company offers more or less than the current value. As a stockholder, you will be entitled to negotiate this price until both parties are happy.

The Corporation agrees to repurchase (number of shares) of Shares from the Stockholder for the price of $(amount) per share.

The total price of the repurchase will equate to (total amount to be paid).

The Stockholder agrees to sell and transfer the shares to the Corporation subject to the conditions of this Agreement.

Upon receipt of payment, the Stockholder, in conjunction with his attorney, will cancel or transfer all rights, title, and interest in the Shares to the Corporation.

Upon completion of the transfer, the Corporation will issue the Stockholder a new certificate for the balance of the non purchased shares.

Payment will be completed in cash, check, wire transfer, or other method agreed upon by both parties.

2. REPRESENTATIONS AND WARRANTIES

2.1 The Stockholder agrees they are the full owner of the shares mentioned in this Agreement and can provide a record of all rights, titles, and interests of the shares. Upon receipt of the transfer, these records, rights, titles, and interests will be owned by the Corporation.

All shares relating to this transfer shall be clear of all claims, liabilities, encumbrances, or equities.

2.2 The Stockholder has the necessary powers to deliver the terms of this Agreement and consummate the transactions for the stock repurchase.

2.3 The terms within this Agreement are legally binding, and therefore enforceable.

2.4 The Stockholder has the knowledge and experience in finance and business to evaluate the risks and merits of the share transfer to the Corporation at the agreed purchase price.

2.5 The Corporation has the power to complete the purchase and deliver the terms outlined in this agreement for the transfer of shares.

3. NOTICES

All notices and communications between the Corporation and the Stockholder should be provided in writing and delivered either in person or by tracked mail to the addresses listed above. Receipt of delivery should be provided by the receiving party.

4. ENTIRE AGREEMENT

This document outlines the entire agreement between both Parties. There are no additional conditions or promises included. Any notices or communication prior to this Agreement, written or oral, will be invalid upon the signing of this Agreement.

5. AMENDMENTS

Any amendments to this Agreement must be agreed upon in writing and signed by both Parties through the methods outlined in Section 3.

6. SEVERABILITY

Should any aspect of this Agreement be deemed invalid or unenforceable, the remainder of the Agreement will remain valid.

​

Signature
MM / DD / YYYY

​[Stockholder.FirstName][Stockholder.LastName]​

​

Signature
MM / DD / YYYY

​[CorporationRepresentative.FirstName][CorporationRepresentative.LastName]​

​

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FAQ

  • To write a stock repurchase agreement, you will need to include the cost of each share being repurchased and the total purchasing price. You’ll also want to include confirmation that the Stockholder has the authority to sell the stocks back to the company. As this type of document can be quite complicated, use the PandaDoc stock repurchase agreement template to create your document within minutes.

  • A stock repurchase agreement is a legally binding contract between two parties: a stockholder and a corporation. The agreement is used when a stockholder wants to sell their shares back to the company or when a company requests the repurchase. It’s a signed contract that protects both parties during the transaction. 

  • One advantage of stock repurchases is that when a company repurchases its shares, the number of shares available on the market is reduced. This means that the percentage share of a company a stockholder owns increases and makes each share more valuable.

    The disadvantage of stock repurchases is that they are often part of ill-timed decisions from the company, and may result in the value of the shares dropping for other stockholders.

  • After a share repurchase, the corporation will issue a new certificate to the ex-stockholder for their non-purchased shares and the original certificate will no longer be valid. As the corporation owns the shares again, there are fewer shares on the market for new stockholders to buy. This makes each share more valuable to the current stockholders and can increase the overall value of the shares owned.

  • A stock repurchase allows a company to boost the value of the outstanding stocks on the market for current stockholders, while also improving its financial statements. It can also increase investor confidence in the company.

Disclaimer

Materials (e.g. templates, educational articles, blog posts and informational content), made available through PandaDoc, including via any integrations, connectors, extensions, plugins, or third-party AI platforms (e.g. ChatGPT, Claude, or similar tools) are for general information purposes only and are provided "as is." These materials do not constitute legal, regulatory, or compliance advice and should not be construed as such. It is your responsibility to ensure materials meet your specific legal requirements. Consult a qualified attorney licensed in your jurisdiction before relying on these materials. PandaDoc disclaims all warranties, express or implied, including fitness for a particular purpose or non-infringement.

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Stock Repurchase Agreement

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A Stock Repurchase Agreement is a warranty between a person with shares in a corporation that wishes to repurchase them.

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