The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures.
What should be included in a buy-sell agreement? Any stakeholders, including partners or owners, and their current stake in the business' equity. Events that would trigger a buyout, such as death, disability, divorce, retirement, or bankruptcy. A recent business valuation.
In a stock sale, the seller (e.g., John Smith, as an individual) sells the actual ownership of his entity (Corporation, LLC, etc.) to the buyer. This would be similar to owning a share of Ford Motor Company and selling this share of stock to another individual.
Write the contract in six steps Start with a contract template. Open with the basic information. Describe in detail what you have agreed to. Include a description of how the contract will be ended. Write into the contract which laws apply and how disputes will be resolved. Include space for signatures.
To write a simple contract, title it clearly, identify all parties and specify terms (services or payments). Include an offer, acceptance, consideration, and intent. Add a signature and date for enforceability. Written contracts reduce disputes and offer better legal security than verbal ones.