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 Ohio, 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 one party to another. This agreement typically includes details such as the number of shares being sold, the price per share, representations and warranties of the parties, and any conditions precedent to the closing of the transaction. When a majority ownership interest in a company is being transferred, this agreement is crucial as it can affect control and decision-making within the company. Ohio state statutes and federal laws, including securities laws, govern these transactions to ensure they are conducted lawfully and with proper disclosures. Parties involved in such transactions may need to comply with specific filing requirements with the Ohio Secretary of State and adhere to regulations set forth by the Securities and Exchange Commission (SEC). It is advisable for parties to consult with an attorney to navigate the complexities of these legal requirements and to ensure the stock purchase agreement is valid, enforceable, and reflects the parties' intentions.