A stock purchase agreement is a contract in which the owner of shares or stock in a company (a person, entity, or the company itself) sells some or all of the shares to another person or entity. Stock purchase agreements are often used when the majority ownership interest in a company is acquired by another person or entity. For more information on the transfer of ownership of companies, see the Common Legal Topic on mergers and acquisitions.

In New Jersey, a stock purchase agreement is a legal document that outlines the terms and conditions under which shares of a company are sold and transferred from the seller to the buyer. This agreement typically includes details such as the number of shares being sold, the price per share, representations and warranties of both parties, and any conditions precedent to the closing of the transaction. The agreement is crucial when there is a transfer of majority ownership, as it ensures the rights and obligations of both parties are clearly defined and legally enforceable. New Jersey corporate law, under the New Jersey Business Corporation Act, governs such transactions and includes provisions that may affect the sale of shares, such as those related to shareholder rights, share transfer restrictions, and necessary approvals for the transaction. It is advisable for parties involved in a stock purchase transaction to consult with an attorney to ensure compliance with state statutes and federal law, and to tailor the agreement to the specific circumstances of the sale.