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Agreement To Sell Shares Of A Company

Agreement To Sell Shares Of A Company Template for United Arab Emirates

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Key Requirements PROMPT example:

Agreement To Sell Shares Of A Company

"I need an Agreement To Sell Shares Of A Company for my UAE-based technology company where a German corporation will acquire 100% of shares, valued at AED 5 million, with completion planned for March 2025."

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Document background
The Agreement To Sell Shares Of A Company is a fundamental document used in corporate transactions within the UAE for transferring ownership of company shares. This agreement is essential when shareholders wish to sell their stake in a company, whether partially or entirely, and is particularly crucial in M&A transactions, corporate restructuring, or exit strategies. The document must comply with UAE Federal Law No. 32 of 2021 and related regulations, requiring specific formalities such as notarization and registration with relevant authorities. It typically includes comprehensive details about the transaction structure, conditions precedent, warranties, and post-completion obligations, while addressing UAE-specific requirements such as foreign ownership restrictions and economic department approvals.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses as per UAE requirements

2. Background: Context of the transaction, including company details and reason for the share sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Details of when, where, and how the transfer will take place

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to purchase

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Tag Along Rights: Include when minority shareholders need protection to join in the sale

2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join the sale

3. Non-Competition: Include when seller needs to be restricted from competing post-sale

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Employee Matters: Include when there are specific arrangements regarding key employees

6. Intellectual Property Rights: Include when IP forms a significant part of company value

7. Tax Indemnities: Include when specific tax risks need to be allocated

8. Break Fee: Include when parties want to specify compensation for failed completion

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and class rights

2. Company Information: Key company details including assets, liabilities, and material contracts

3. Warranties: Detailed list of warranties given by the seller

4. Properties: Details of any real estate owned by the company

5. Intellectual Property: List of IP rights owned or licensed by the company

6. Employee Information: Details of key employees and their contracts

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Permitted Encumbrances: List of permitted liens or encumbrances on the shares or company assets

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 Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Governmental Authority
Intellectual Property Rights
Liabilities
Long Stop Date
Loss
Material Adverse Change
Party/Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller's Warranties
Signing Date
Subsidiary
Tag-along Rights
Target Company
Tax
Third Party
Transaction Documents
Transfer
UAE
UAE Commercial Companies Law
Warranties
Working Hours
Business
Board
Articles of Association
Memorandum of Association
Economic Department
Share Certificates
Commercial License
Claim
Consortium Agreement
Due Diligence
Employee
Financial Statements
Material Contracts
Ordinary Course of Business
Permitted Encumbrances
Representatives
Security Interest
Shareholder
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tag-Along Rights
Drag-Along Rights
Board Composition
Share Transfer Restrictions
Regulatory Compliance
Anti-Money Laundering
Foreign Ownership
Economic Department Approvals
Power of Attorney
Further Assurance
Assignment
Severability
Entire Agreement
Variation
Waiver
Notices
Costs
Force Majeure
Governing Law
Dispute Resolution
Language
Counterparts
Third Party Rights
Announcements
Tax Matters
Employee Matters
Intellectual Property
Data Protection
Survival
Break Fee
Time of Essence
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Professional Services

Energy

Transportation

Construction

Hospitality

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Corporate Secretariat

Investment

Due Diligence

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Manager

M&A Director

Company Secretary

Business Development Manager

Corporate Finance Manager

Compliance Officer

Board Member

Managing Director

Financial Controller

Investment Banker

Private Equity Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the general framework for contracts and obligations, including basic principles of contract formation, validity, and enforcement
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership in UAE companies, including permitted ownership percentages and restricted sectors
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Ensures compliance with AML regulations in ownership transfers and business transactions
Department of Economic Development Regulations: Local regulations governing business activities and ownership transfers in respective emirates
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for ensuring the share sale doesn't create anti-competitive market conditions
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Considerations for tax implications of the share transfer and any associated assets
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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