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 South Carolina, 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. The agreement must comply with federal securities laws and state regulations. South Carolina does not have specific statutes that uniquely govern stock purchase agreements, but such transactions are subject to general contract law principles as well as the South Carolina Uniform Securities Act, which regulates the offer and sale of securities to protect investors. Additionally, if the company is publicly traded, federal securities laws and regulations by the Securities and Exchange Commission (SEC) would apply. For complex transactions, such as mergers and acquisitions, additional state and federal laws may be relevant, and it is advisable to consult with an attorney who specializes in corporate law to ensure compliance with all applicable legal requirements.