SPAs and APAs — share and asset deals

    Close the deal with the right purchase agreement

    Attorney-drafted stock and asset purchase agreements for primary equity issuances, secondary stock sales, and acquisitions. Reps and warranties, indemnification, conditions precedent, and closing mechanics — drafted to the terms in your executed term sheet.

    From $2,500 Flat-fee quote emailed after we scope the deal

    GTC corporate attorneys reviewing a stock purchase agreement and disclosure schedule

    SPA drafted

    Reps & warranties

    Buyer protected

    Indemnities in

    Deal closed

    Ownership transferred

    Legal team
    GTC's corporate team
    Corporate & M&A counsel
    $2.5M+ raised10,747+ clients11 attorneys
    $2.5M+ raised10,747+ clients11 attorneys10+ years
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    How it works

    Three steps to a signed close

    1

    Term sheet review

    We start from your executed term sheet — the commercial baseline — and flag the terms likely to draw negotiation in the definitive agreements.

    2

    Drafting and counter-party review

    We draft the SPA or APA plus any ancillary agreements. Counter-party counsel reviews, and we negotiate the revisions on your behalf.

    3

    Disclosure schedule and closing

    We prepare the company-side disclosure schedule, confirm conditions precedent are satisfied, verify wire instructions, and the agreement is executed at close.

    What it costs

    Flat-fee, quoted to your deal

    Stock & Asset Purchase Agreement Drafting starts from $2,500. GTC drafts your stock or asset purchase agreement for a flat fee quoted after we scope the deal. A standard primary issuance is straightforward; secondaries, asset deals, and full acquisitions are quoted upfront by scope. Government, registration, and filing fees, where any apply, are passed through at cost.

    What's included

    • Agreement drafted to your executed term sheet
    • Reps and warranties — company, capitalisation, financial, IP, employment, and litigation
    • Indemnification basket, cap, and survival period set to the deal
    • Conditions precedent to closing — regulatory approvals, board and shareholder consents
    • Closing mechanics — deliverables, escrow where used, and wire instructions
    • Company-side disclosure schedule template prepared
    • Ancillary agreements such as Investors' Rights and Voting Agreements as needed
    Primary issuance SPA (standard Series A / Series B)
    Quoted by scope
    Secondary stock sale SPA
    Quoted by scope
    Asset purchase agreement (APA)
    Quoted by scope
    M&A purchase agreement (full acquisition)
    Quoted by scope
    Ancillary agreements (Investors' Rights, Voting)
    Quoted by scope
    Government / registration / filing fees
    Passed through at cost

    No GTC fee is fixed on this page — every quote is scoped to the structure and complexity of your deal.

    Get started

    Draft your purchase agreement

    Tell us about the deal — share or asset, primary or secondary — and a GTC attorney will scope the drafting and email a flat-fee quote.

    No payment required Reply within 1 business dayA GTC attorney reviews it & sends a flat-fee quote.
    1. 01Brand details
    2. 02More details
    3. 03Your details
    Have your executed term sheet ready if you have one. It is the commercial baseline we draft from and lets us quote faster.

    Brand details

    1

    A short label — for example the target company name.

    2

    Tells us which side we are drafting or reviewing for.

    3

    For example 100% of the shares, a majority stake, or a specific number or percentage of shares.

    4

    A rough range helps us scope the agreement.

    5

    We can draft the Stock Purchase Agreement from scratch or review and redline a counterparty's draft.

    Why GTC

    Why route the deal through GTC

    Legal team
    GTC's corporate team
    Corporate & M&A counsel
    Attorney-led

    Drafted to your term sheet

    The agreement implements the commercial terms you already signed. We translate the term sheet into enforceable reps, warranties, conditions, and closing mechanics — not a generic template.

    Indemnity terms that hold

    We set the indemnification basket, cap, and survival period to match the diligence and the deal size, so post-closing exposure is allocated the way the parties intended.

    Disclosure schedules done right

    The disclosure schedule is 40 to 50 percent of the legal work and where indemnity claims are won or lost. We build it carefully on the company side rather than leaving gaps.

    One team across the deal

    Term sheet, due diligence, and definitive agreements run through the same attorneys, so nothing falls between the term sheet and the closing table.

    Your Customer Success Team

    A dedicated team that owns your matter from start to finish.

    Every GTC client gets a dedicated Account Manager and a Senior Account Manager who learn your business and stay with you from first email to final filing. They are named people who pick up the phone and already know your matter, so every step moves forward without delay.

    Your Account Manager

    Your day-to-day point of contact, who coordinates every matter, keeps things moving, and already knows your file. They have your full history, so you start every conversation where the last one left off.

    Your Senior Account Manager

    Senior oversight on strategy and escalations, stepping in as your needs grow, so every important detail stays on track.

    A named person, on email or a call, at every step.

    Your dedicated GTC Customer Success Team

    How we compare

    GTC vs. the alternatives

    What you get GTC Online filing services Doing it yourself
    Flat-fee quote scoped to your deal
    Drafted to your executed term sheet
    Indemnity basket, cap, and survival tuned to scope
    Company-side disclosure schedule prepared
    Same team across term sheet, diligence, and close
    Share and asset deal structures both covered

    Flat-fee quote scoped to your deal

    GTC
    Online filing services
    Doing it yourself

    Drafted to your executed term sheet

    GTC
    Online filing services
    Doing it yourself

    Indemnity basket, cap, and survival tuned to scope

    GTC
    Online filing services
    Doing it yourself

    Company-side disclosure schedule prepared

    GTC
    Online filing services
    Doing it yourself

    Same team across term sheet, diligence, and close

    GTC
    Online filing services
    Doing it yourself

    Share and asset deal structures both covered

    GTC
    Online filing services
    Doing it yourself

    The timeline

    From term sheet to close

    Diligence and the disclosure schedule drive most of the timeline — the drafting itself is fast.

    1. Day 0

      Term sheet review

      We start from your executed term sheet — the commercial baseline — and flag the terms likely to draw negotiation in the definitive documents.

    2. ~1 week

      Agreement and ancillaries drafted

      The SPA or APA plus any Investors' Rights or Voting Agreement is drafted to the term sheet, then negotiated with counter-party counsel.

    3. In parallel

      Disclosure schedule prepared

      The company-side disclosure schedule is built — typically 40 to 50 percent of the legal work, and where indemnity exposure is set.

    4. 2–4 weeks total

      Conditions met and close

      Conditions precedent are satisfied, wire instructions confirmed, the agreement executed, and the closing completes. Complex or cross-border deals run longer.

    In their words

    All your legal, in one place.

    One accountable team across every practice, operating since 2016.

    $2.5M+
    M&A & fundraising
    10,747+
    Clients served
    11
    In-house attorneys
    10+
    Years since 2016

    Stock & Asset Purchase Agreement Drafting FAQ

    Frequently asked questions

    SAFEs and convertible notes are pre-priced-round instruments that convert to equity at a future round. A stock purchase agreement is for the actual priced equity round. If you have signed a term sheet for a priced round, you need an SPA.

    Ready to draft

    Ready when you are.

    Send us the deal terms and a GTC attorney will draft the purchase agreement, prepare the disclosure schedule, and walk it through to close. Tell us about the deal and we will email a flat-fee quote.

    GTC counsel on a client consultation call

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