Rescission of Share Purchase Agreement

If you’re involved in the world of business, you may have heard of a “rescission of share purchase agreement.” This term refers to the process of annulling a share purchase agreement (SPA) between two parties – the buyer and the seller of shares.

A share purchase agreement is a legal document that outlines the terms and conditions of a share sale between the two parties. It typically includes details about the number of shares being sold, the purchase price, payment terms, representations and warranties of both parties, and other important terms.

However, there may be situations where one or both parties wish to cancel or rescind the agreement. In such cases, the parties need to follow the correct legal procedure to avoid any legal repercussions.

Reasons for Rescission of Share Purchase Agreement

There are various reasons why the parties may decide to rescind or cancel a share purchase agreement. These include:

1. Breach of contract: A breach of contract by one of the parties can lead to the other party seeking rescission of the agreement.

2. Misrepresentation or fraud: If one of the parties has misrepresented any important facts or information, or has committed fraud, it can be a ground for rescission.

3. Failure of conditions: If one or more conditions of the SPA have not been fulfilled, it can result in the agreement being rescinded.

4. Mutual agreement: The parties may mutually agree to cancel the agreement for various reasons, such as a change in business circumstances or a change in their respective priorities.

Process of Rescission of Share Purchase Agreement

The process of rescission of a share purchase agreement typically involves the following steps:

1. Giving notice: The party seeking rescission must provide notice to the other party about their intention to rescind the agreement. This notice must be in writing and must clearly state the reasons for rescission.

2. Attempting to negotiate: The parties may attempt to negotiate and resolve the issue before proceeding with the rescission process.

3. Assessing damages: If the SPA has been breached or misrepresented, the party seeking rescission may claim damages from the other party.

4. Formal rescission: If the attempts to negotiate or settle the issue fail, the party seeking rescission can formally cancel the agreement through a legal process.


While a share purchase agreement is a legally binding document, there may be circumstances where one or both parties may want to rescind or cancel the agreement. If you are involved in a share purchase agreement, it’s important to understand the process of rescission and the legal implications of cancelling the agreement. Seeking legal advice can help you navigate this process and ensure that your rights are protected.