A stock purchase agreement is an agreement entered into by a seller and a purchaser on a fixed date in order to transfer stocks held by the former to the latter. It should be dated and signed in the presence of witnesses. The name of the corporation of which the stock is being sold and which has a market value should be specified in the agreement. In addition, there is to be agreement as to the intention of the purchaser to buy the stock for a mutually arrived at price governed by covenants and agreements as arrived at within contract.

There must be agreement as to the terms and conditions which are contained within the stock purchase agreement, which at the close of the transaction means that the seller will transfer and deliver to the purchaser all certificates representative of the stock sold and that the purchaser shall pay the mutually agreed price as consideration for the stock being bought. This means that the certificates of the stock being sold shall be duly endorsed for transferring the stock or that stock transfer powers will be duly executed in blank, and in either case the signatures of all the parties will be duly given along with any transfer tax stamps, the cost of which will be borne by the seller.

And, in addition, the place, time and date of the closing of the transaction will be specified by the parties to the agreement. The full consideration as well as the mode of payment will be specified in the agreement.

Furthermore, the seller will warrant that the corporation is of impeccable standing, in valid existence and is properly organized under the laws of the state and has the corporate right to continue with the business to which it is ascribed. Besides this, the seller should be the legal owner of the stocks being sold and that the seller is not party to any third party being owner of the said stock. The seller warrants that no act, either of commission or omission, shall render the agreement open to a valid claim against it for payments such as brokerage commissions, finder's fee or other related payments connected to the completion of the contract.

The agreement should be complete in all respects and that it supersedes all previous agreements and understandings whether they are written or oral, between the parties to the contract. The agreement shall also be governed by the laws of the state in which the agreement is being entered into. Finally, the agreement shall be signed and witnessed on a given date in order to be legal and fully executed.

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To complete the agreement, the consideration or purchase price for the stock being sold shall be the sum of money that is specified as being the final amount that is to be paid to transfer the stock into the hands of the purchaser. The stock purchase agreement shall also specify the mode of payment which may include a sum of money to be paid at the time of execution of the agreement as well as an amount of money to be paid at the closure of the agreement.

Getting all the necessary details regarding the purchase may become very complex and subjective. But, with the availability of professionally made quality documents, it might just be well worth the price to use these pre-drafted documents rather than try and develop one from scratch, which may not meet all legal aspects as required by the conditions of the contract. In any case, drafting a stock purchase agreement for oneself may become more costly and less effective than one that has already had the necessary groundwork done and that will fit the bill more completely.

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The answer is YES! However, a company needs to have a track record, needs to be profitable, needs a professional presentation and management needs to be prepared to discuss the reason for the financing and outline benefits to the investor. Companies are competing for capital with other organizations and they need to differentiate themselves in order to be successful. The material used involves the following:

- The company needs to have at least three years of financial statements prepared by a third party auditor (Companies with a limited track record must have financials from first date of operation)- The company needs a business plan covering a five-year period. This should have the following details:

o Description of business and historic performanceo Historic financial performanceo Detailed financial forecast for the period including income statement, cash flow statement and balance sheeto Market analysiso Market plano Competitiono Success factors

- A company needs to demonstrate that it has the appropriate financial controls in place so that one can review financial performance on a monthly or weekly basis- If the organization is a wholesale or manufacturing company, it needs to demonstrate that it has control of its costs and inventory- The company needs to have a detailed budget and adequate reporting- The company needs to have a management team that can grow the business and meet the business plan- The company cannot have failed to file tax returns or violated other governmental regulations- The company cannot have any material law suits outstanding- The company needs to outline for the potential investors the major factors that differentiate it from its competitors

Sources: The source will depend upon the capital need, use of capital and the available of assets. There are lenders making loans for working capital and capital expansion. If a company is in need of additional equity, there are private investors looking to assist companies with growth capital. More importantly, companies that are facing working capital needs there are capital sources that will assist with short term financing. A company looking to acquire equipment or expand its facilities may want to consider leasing.

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If you are an entrepreneur looking for capital to take your company to the next level, understand these 10 important steps. Why? Because investors know that most start up companies fail and most innovative ideas don't result in successful revenue production. Understand that finding willing investors takes work, patience, persistence and personal commitment.

Always be concise. Every investor receives many investment requests. It is critical that every, single thing you say and write be short, clear and complete. Your initial communications should be one or two pages. Your elevator pitch which is your verbal overview should be no more than sixty seconds and leave the investor wanting more information.

1. Be realistic. Projections that are beyond your capabilities will result in the investor simply ignoring everything you say and write. Investors hear every day how companies will be worth a billion dollars. Make sure you have solid facts to back up your statements.

2. Be confident. You must be totally convinced of your own plans and path to success. Your confidence must shine through every communication with potential investors.

3. Be committed. You must be completely immersed in your business. It must be your full time job 24/7.

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4. Be knowledgeable and know specifics. You must be ready to answer every question investors ask. Be ready to defend how much capital you will need, how much your company is worth now and use of funds — to the dollar. Most answers must be complete and non-technical, yet short and concise. Write a business plan and an excellent executive summary.

5. Be ready to answer these three questions. 1) What makes you different, what makes your company a good investment?2) How much money will you need and what do you need if for?3) What is the expected ROI and exit strategy for the investor?

6. Be aware of your competition. Know exactly who your competition is and what they're doing at all times. Know why you are better positioned. Explain where your industry is going and how you will get there first.

7. Be passionate. Investors will look at you first, and then your management team. Be prepared to first sell yourself, then your team and idea. Know and be ready to clearly illustrate your past successes. Your passion and knowledge is the foundation for all of your investor presentations. Demonstrate it at every opportunity.

8. Have skin in the game. Investors are going to want to know that you personally believe in your company and that you have invested in it yourself. Be prepared to show how you have invested in your company.

9. Know which investors you should approach. There are investor types and classes for companies at every stage. Understand the stage of your company and what investor sources you should approach. The typical investor course is: a. friends and family, b. angels, c. venture capital, private equity or strategic capital funding sources, d. pipe funding (if your investor exit involves going public).

10. Select only the best advisors. Make sure the advisors you hire are qualified, experienced professionals. They should, give references you can call, be invested in their own deals, know the language, have owned and operated their own entrepreneurial ventures, be properly licensed and be able to demonstrate all of the above while also providing testimonials and/or referrals.