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Agreement For Sale Of Business Sole Proprietorship

Agreement For Sale Of Business Sole Proprietorship Template for United Arab Emirates

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Agreement For Sale Of Business Sole Proprietorship

"I need an Agreement For Sale Of Business Sole Proprietorship for my Dubai-based restaurant business sale, with a purchase price of AED 2.5 million and including kitchen equipment, recipes, and existing staff contracts, with completion planned for March 15, 2025."

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Document background
The Agreement For Sale Of Business Sole Proprietorship is a crucial document used in the United Arab Emirates when transferring ownership of a sole proprietorship business. It is essential for transactions where a business owner wishes to sell their entire business operation to a new owner, ensuring compliance with UAE Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Transactions Law). The agreement comprehensively covers all aspects of the business transfer, including assets, liabilities, employees, licenses, and permits. It is specifically designed to meet UAE regulatory requirements, including those of the Department of Economic Development, and includes necessary provisions for business license transfer, employee transitions, and commercial registration changes. The document is particularly important as sole proprietorships are common business structures in the UAE, and their transfer requires careful attention to local legal and regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller (current business owner) and Buyer with full legal names and details

2. Background: Context of the transaction, including brief business description, reason for sale, and confirmation of sole proprietorship status

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased, specifically defining the business assets and rights being transferred

5. Purchase Price: Details of the purchase price, payment terms, deposit requirements, and payment mechanisms

6. Completion: Requirements and process for completion of the sale, including timing, location, and actions required

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business operation requirements

8. Seller's Warranties: Warranties regarding business ownership, assets, liabilities, compliance, and operations

9. Buyer's Warranties: Warranties regarding capacity to purchase and compliance with relevant laws

10. Business Assets: Detailed description of assets included in the sale

11. Employees: Treatment of existing employees and transfer of employment obligations

12. Liabilities: Allocation of pre and post-completion liabilities

13. Handover: Process for physical and operational handover of the business

14. Confidentiality: Obligations regarding confidential information and announcements

15. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Compete: Restrictions on seller's future business activities - include when seller might compete in same market

2. Intellectual Property: Specific provisions for IP transfer - include when business has significant IP assets

3. Post-Completion Services: Seller's assistance after completion - include when business transition requires seller's expertise

4. Property Lease: Transfer or assignment of business premises lease - include when business operates from leased premises

5. Third Party Consents: Process for obtaining required consents - include when key contracts require third party approval

6. Earn-out Provisions: Additional payments based on future performance - include when part of purchase price is performance-based

7. Tax Matters: Specific tax-related provisions - include when significant tax implications exist

8. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration or mediation

Suggested Schedules

1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in sale

2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3: Employee Information: Details of all employees, their terms and conditions

4. Schedule 4: Financial Statements: Recent financial statements and management accounts

5. Schedule 5: Contracts: List of all business contracts being transferred

6. Schedule 6: Intellectual Property: Details of all IP rights, registrations, and licenses

7. Schedule 7: Properties: Details of owned or leased properties and related documents

8. Schedule 8: Licenses and Permits: List of all business licenses, permits, and registrations

9. Appendix A: Completion Checklist: Detailed list of actions required for completion

10. Appendix B: Form of Transfer Documents: Templates for various transfer documents required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business
Business Assets
Business Day
Business License
Business Name
Business Premises
Buyer
Completion
Completion Date
Confidential Information
Consideration
Contracts
Department of Economic Development
Effective Date
Employees
Encumbrance
Execution Date
Existing Liabilities
Financial Statements
Goodwill
Governmental Authority
Intellectual Property Rights
Inventory
Key Employees
Lease
Liabilities
Loss
Material Adverse Change
Material Contracts
Outstanding Amounts
Permits
Purchase Price
Records
Seller
Tangible Assets
Tax
Trade License
Transfer Date
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Business Assets Transfer
Employee Transfer
Premises Transfer
Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Business Records
Tax Matters
Intellectual Property
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Governing Law
Dispute Resolution
Relevant Industries

Retail

Food and Beverage

Professional Services

Manufacturing

Trading

Hospitality

Construction

Technology

Healthcare

Education

Real Estate

Automotive

Fashion and Apparel

Personal Services

Consulting

Relevant Teams

Legal

Finance

Compliance

Human Resources

Operations

Risk Management

Corporate Development

Mergers & Acquisitions

Business Development

Commercial

Relevant Roles

Chief Executive Officer

Business Owner

Managing Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Finance Director

Compliance Officer

Operations Manager

Human Resources Director

Commercial Director

Company Secretary

Risk Manager

Business Broker

Mergers & Acquisitions Manager

Industries
UAE Federal Law No. 5 of 1985 (Civil Code): Governs contracts, obligations, and commercial transactions in the UAE, including the basic principles of contract formation, validity, and enforcement
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business dealings, including the sale and transfer of business assets and commercial rights
UAE Federal Law No. 8 of 1984 (Commercial Companies Law): Although primarily focused on companies, it contains relevant provisions regarding business operations and transfers that may affect sole proprietorship sales
UAE Federal Law No. 33 of 2021 (Labour Law): Addresses employment relationships and workers' rights during business transfers, including the transfer of employee contracts and obligations
Department of Economic Development (DED) Regulations: Local regulations governing business licensing, transfer of trade licenses, and registration requirements for business ownership changes
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant if the business sale could impact market competition or involve non-compete provisions
UAE Federal Law No. 37 of 1992 (Trademark Law): Important for addressing the transfer of intellectual property rights and trademarks associated with the business
UAE Federal Law No. 17 of 2004 (Commercial Concealment Law): Ensures transparency in business ownership and prevents illegal fronting arrangements in business transfers
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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