Share Purchase Agreement: Key Dates and Deadlines to Track [2026]

Most founders sign a share purchase agreement and file it away. The deal is done, the lawyers are paid, and everyone moves on. But the SPA doesn't stop mattering the moment the ink dries. It contains a series of time-limited rights, obligations, and claim windows that keep running for months or years after completion. Miss one and you may lose a right worth significantly more than the cost of tracking it.

What is a share purchase agreement?

A share purchase agreement (SPA) is the legal contract used to buy or sell shares in a company. It's the central document in most private M&A transactions, covering the purchase price, any conditions that must be met before the deal completes, the warranties the seller provides about the business being sold, and the mechanics of the actual transfer.

SPAs are used when one company acquires another, when investors buy out founders, when management teams take over from existing shareholders, and in most other situations where shares in a private company change hands. Unlike an asset purchase, a share sale transfers the company as a whole, including its legal history, which is why the warranties and indemnities in the SPA carry real weight.

A typical SPA runs to 60 or more pages, with multiple schedules attached. The conditions, warranties, limitations, and post-completion obligations are often scattered throughout. Specific time windows are usually buried in the body of the agreement, defined relative to a completion date, which means you have to calculate the actual calendar dates yourself.

The key dates buried in an SPA

These are the dates that keep ticking after completion. Each carries a real consequence if missed.

Completion / closing deadline

If the SPA contains conditions that must be satisfied before the deal formally closes (regulatory clearances, board approvals, third-party consents), it will typically set a long-stop date by which completion must occur. If that date passes without completion, either party may have the right to walk away from the deal. This date needs to be tracked from the moment the SPA is signed, not just vaguely noted.

Condition precedent deadlines

Each condition precedent (CP) may carry its own deadline. Antitrust filings must be submitted within a set number of days. Third-party consents must be obtained by a specified date. Missing an individual CP deadline can give the counterparty grounds to exit the deal even before the long-stop date arrives. In a complex deal, you may have four or five separate CP deadlines running in parallel.

Earn-out milestones

When part of the consideration is contingent on future performance, the earn-out mechanism will set specific measurement periods, calculation deadlines, and payment trigger dates. These commonly run one to three years after completion. The windows for submitting performance figures, disputing calculations, and serving notice of earn-out claims are typically short and strictly enforced. Missing the notice deadline for an earn-out dispute is one of the most common ways post-deal value is lost.

Warranty period expiry

This is the date buyers are most likely to lose track of. The seller's warranties about the company's financial position, legal compliance, contracts, and operations only last for a fixed period after completion. Under English law, RFB Legal notes that "the SPA often stipulates a shorter contractual limitation period, typically 12-18 months. If this contractual period is missed, you will simply be out of time to make a claim."

General business warranties typically survive 12-24 months post-completion. Tax warranties and specific indemnities often run 4-7 years, aligned with the tax authority's assessment window. Fundamental warranties covering title and capacity may run the full statutory limitation period. Because each category can have a different deadline, and because many SPAs require formal written notice of a claim before the period expires, these dates need to be tracked individually, not as a single block.

For a broader look at how warranty tracking works across other asset types, see What Is Warranty Management Software?

Indemnity periods

Specific indemnities covering known risks negotiated at the time of the deal will often survive for different periods than the general warranties. A tax indemnity over a known dispute may run seven years. An indemnity for a specific environmental issue may run ten. Each needs its own date in your tracking system.

Lock-up period

After completion, sellers who retain shares or roll equity into the acquiring company are often restricted from selling those shares for a defined period. The lock-up end date is the point at which they can act. For sellers planning their next move, knowing exactly when this window opens matters.

Option exercise windows

If the deal includes call options, put options, or deferred consideration mechanisms with option features, each exercise window has an open and close date. Options that are in the money but not exercised before the deadline lapse. These are particularly common in venture and growth deals where part of the price is deferred.

Non-compete and non-solicitation periods

Post-completion restrictions on the seller competing with the business or approaching its customers and employees are time-limited, usually one to three years. Tracking when these expire is important for sellers who want to start a new venture once the period ends, and for buyers who want to enforce them while they still run.

Why these dates are easy to miss

None of this is news to an experienced M&A lawyer. The problem is that once a deal closes, the SPA often gets filed and active ownership of its dates disappears.

The lawyer who negotiated the warranty period has been paid and moved on to the next deal. The CFO who ran the deal process remembers the headline terms but not the specific notice mechanics. The founder who signed it is focused on integration. Nobody has been explicitly given the job of watching the post-completion calendar.

The dates themselves are spread across the document, defined relative to the completion date, so they require calculation to become real calendar entries. They don't appear in any CRM, accounting system, or project tool. If the person who managed the deal leaves the company, the knowledge leaves with them.

This is how warranty claims that were entirely legitimate get lost. Not through bad legal advice, but because nobody put the expiry date somewhere visible before the window closed. The same pattern applies to earn-out notice periods, option windows, and CP deadlines. For a wider look at how this failure mode plays out across all contract types, see Contract Renewal Reminders: Stop Missing Deadlines and Expiry Tracking 101.

How to track SPA dates

Manual: calendar plus spreadsheet

Start with the SPA and a spreadsheet. Go through the document section by section, and for each time-limited obligation or right:

1. Calculate the actual calendar date from the completion date (e.g. "18 months from 15 January 2025 completion = 15 July 2026")
2. Record what action is required by that date and what the consequences are of missing it
3. Assign one named owner, not a team or department
4. Set a reminder at least 30-60 days before the deadline, not on the day itself

A shared calendar with events on the reminder dates works for a small deal with one or two owners. The weakness is that it depends on someone maintaining the records and the owner not leaving. If there's a personnel change, confirm explicitly that each date has been re-handed to someone new.

Spreadsheet vs Renewal Tracker covers when a manual approach is genuinely fine and when it starts to break down.

With Lapsewise

Lapsewise's Contracts module handles exactly this kind of post-closing date tracking. Create one record per key SPA date, named clearly (for example: "SPA general warranty claim window" or "Earn-out dispute notice deadline"). Set the expiry date, assign the owner, and configure the reminder lead time based on how much notice is realistically needed to act.

The SPA document can be attached to each record, so whoever receives the reminder can pull up the relevant clause immediately rather than searching through a shared drive. The Runway view shows everything due in the next 7, 30, and 90 days, so no date creeps up unnoticed.

For a deal with eight tracked SPA dates, the initial setup takes around 20 minutes. After that, the reminders fire automatically to the assigned owner before each deadline.

See contract management software for how the Contracts module handles notice periods and expiry tracking across all contract types.

Frequently asked questions

How long does a share purchase agreement remain binding?

The core payment and transfer obligations are fulfilled at completion. The warranties, indemnities, and restrictive covenants survive for defined periods after that. General warranties typically run 12-24 months; tax indemnities up to 7 years; non-competes typically 1-3 years. The specific periods are set in your agreement, and each may differ.

What happens if you miss a warranty claim window?

The claim lapses, regardless of its merit. If your SPA sets an 18-month warranty period and you serve notice on month 19, you are out of time. Many SPAs also require litigation to be commenced within a further period after notification. Both dates need to be tracked, not just the first one.

Can I upload my SPA to a deadline tracker?

Yes. Lapsewise lets you attach the SPA document directly to each deadline record. The Pro plan also includes AI document parsing, which reads dates from uploaded contracts and can suggest records automatically.

Do these deadlines still apply if we used warranty and indemnity insurance?

Yes, though the relevant dates shift. W&I insurance policies carry their own coverage periods and their own notification requirements. Claiming under the policy also requires timely written notice. You'll need to track the policy's claim deadline alongside the underlying SPA warranty period, or instead of it if the SPA provides for a clean exit to W&I.