A share purchase agreement (SPA) is a legal document that outlines the terms and conditions of the sale and purchase of shares in a company. In essence, it serves as proof of the transfer of ownership of shares from the seller to the buyer. There are different ways to execute an SPA, with one of the most common methods being to treat it as a deed.

A deed is a legal document that is signed, witnessed, and delivered to create a binding and enforceable obligation. It is typically used in real estate transactions and other legal agreements where parties want to create a legally binding obligation that cannot be easily undone.

Treating an SPA as a deed means that it must be executed in a specific way to ensure its validity. The document must be signed by both parties, witnessed by independent witnesses, and delivered to the other party. In addition, it must be correctly identified as a deed, and the parties must have the intention to create a binding and enforceable obligation.

One advantage of treating an SPA as a deed is that it can provide more certainty and security for both parties. Because a deed is a formal legal document, it carries more weight than a simple agreement or contract. This means that it can be more difficult to challenge or contest in court, providing a greater level of protection and assurance for the parties involved.

Furthermore, treating an SPA as a deed may also have implications for tax and stamp duty. Depending on the jurisdiction, there may be tax or stamp duty implications when transferring ownership of shares. By treating the SPA as a deed, it may be possible to reduce or avoid these fees, which can be a significant cost savings for the parties involved.

In conclusion, treating an SPA as a deed can provide greater certainty and security for both parties in a share purchase agreement. To ensure that the SPA is valid and legally binding, it must be executed in a specific way, with the correct identification and intention to create a binding obligation. If you are considering a share purchase agreement, it is important to consult with a legal professional to ensure that you understand all of the legal implications and requirements involved.