{"ok":true,"canonical_url":"https://dealroom.so/glossary/stock-purchase-agreement","api_url":"https://dealroom.so/api/public/glossary/stock-purchase-agreement","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"stock-purchase-agreement","term":"Stock purchase agreement","group":"People and paperwork","definition":"A legal document used when you buy the ownership shares (stock) of a corporation, meaning you acquire the entire existing legal entity, including its assets and liabilities.","what_it_means":"With a stock purchase, you inherit the seller's entity, including all its past liabilities. This means more rigorous Due diligence is required to uncover potential hidden issues. The SBA loan can finance a stock purchase, but lenders often prefer an Asset purchase for its cleaner liability profile.","url":"https://dealroom.so/glossary/stock-purchase-agreement","official_sources":[],"related":[{"slug":"asset-purchase","term":"Asset purchase","url":"https://dealroom.so/glossary/asset-purchase"},{"slug":"stock-purchase","term":"Stock purchase","url":"https://dealroom.so/glossary/stock-purchase"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"change-of-ownership","term":"Change of ownership","url":"https://dealroom.so/glossary/change-of-ownership"}],"related_questions":[{"question":"Does an unfunded stock option agreement trigger affiliation for SBA 7(a) size standard calculations?","url":"https://dealroom.so/for-lenders/questions/does-an-unfunded-stock-option-agreement-trigger-affiliation-for-sba-7-a-size-standard-calc"},{"question":"What is the difference between an asset and stock purchase in a buyout?","url":"https://dealroom.so/sba-7a/questions/what-is-the-difference-between-an-asset-and-stock-purchase-in-a-buyout"},{"question":"What distinguishes a cross-purchase from an entity-purchase buy-sell agreement regarding life insurance?","url":"https://dealroom.so/sba-7a/questions/what-distinguishes-a-cross-purchase-from-an-entity-purchase-buy-sell-agreement-regarding-l"},{"question":"How does the purchase agreement structure affect an SBA partner buyout?","url":"https://dealroom.so/sba-7a/questions/how-does-the-purchase-agreement-structure-affect-an-sba-partner-buyout"},{"question":"What happens if the seller terminates the purchase agreement mid-process?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process"},{"question":"What are the key distinctions between cross-purchase and entity-purchase buy-sell agreements?","url":"https://dealroom.so/sba-7a/questions/what-are-the-key-distinctions-between-cross-purchase-and-entity-purchase-buy-sell-agreemen"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Stock purchase agreement","url":"https://dealroom.so/glossary/stock-purchase-agreement","source_type":"DealRoom Data"}}