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 Dakota, a stock purchase agreement is a legal document that outlines the terms and conditions under which shares of a company are sold and purchased. 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. The agreement is crucial when there is a transfer of majority ownership, as it ensures clarity and legality in the transfer of shares. South Dakota state statutes do not have specific laws that govern stock purchase agreements; instead, these transactions are primarily governed by general contract law principles and the corporate governance documents of the company whose shares are being traded. Additionally, federal securities laws and regulations may apply to the transaction, particularly if the company is publicly traded. These federal laws include the Securities Act of 1933 and the Securities Exchange Act of 1934, which impose disclosure and registration requirements to protect investors. 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 to ensure compliance with all applicable legal requirements.