Assignment Of Shares Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

"I need an Assignment of Shares Agreement for transferring 40% of shares in my UAE mainland trading company to an individual buyer, with completion scheduled for March 15, 2025, and payment to be made in two installments."

Document background
The Assignment Of Shares Agreement is a crucial document used in the UAE business environment when transferring ownership of shares between parties. It must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, including specific requirements for foreign ownership and investment. The agreement is essential for documenting share transfers in both mainland UAE companies and free zone entities, requiring careful attention to local regulatory requirements, including notarization and registration with relevant authorities. The document typically includes detailed provisions about the transfer process, warranties, representations, and regulatory compliance measures, ensuring a legally sound transfer of ownership while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred

2. Background: Context of the share transfer, including current ownership structure and reason for transfer

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

4. Agreement to Transfer: Core provision detailing the agreement to transfer the shares from Assignor to Assignee

5. Consideration: Details of the payment or other consideration for the share transfer

6. Completion: Timing and mechanics of the transfer completion, including conditions precedent

7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, authority to transfer, and status of shares

8. Regulatory Compliance: Provisions ensuring compliance with UAE laws and regulations regarding share transfers

9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer

10. Notices: Process and requirements for serving notices under the agreement

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Pre-Completion Obligations: Used when specific actions must be taken before completion of the transfer

2. Regulatory Approvals: Required when the transfer needs specific regulatory approvals (e.g., from Economic Department or Free Zone Authority)

3. Security Interest Provisions: Included when the shares are subject to any existing security interests or new security arrangements

4. Non-Competition and Non-Solicitation: Added when the Assignor needs to be restricted from competing or soliciting business post-transfer

5. Deferred Payment Terms: Required when the consideration is not paid in full at completion

6. Tax Provisions: Included when specific tax implications need to be addressed

7. Company Warranties: Added when the Company itself provides warranties about its status and operations

8. Confidentiality: Required when specific confidentiality obligations need to be imposed beyond completion

Suggested Schedules

1. Share Details: Details of the shares being transferred including class, number, and distinctive numbers if applicable

2. Consideration Details: Breakdown of consideration and payment terms if complex

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Transfer Instrument: Standard form share transfer instrument required by UAE authorities

5. Corporate Documents: Copies of relevant corporate approvals and resolutions

6. Regulatory Forms: Required regulatory forms for submission to relevant authorities

7. Existing Encumbrances: List of any existing encumbrances or restrictions on the shares

8. Warranties: Detailed list of warranties if extensive

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

Relevant Industries

Financial Services

Professional Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Transportation

Construction

Hospitality

Education

Trading

Consulting

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Board of Directors

Executive Management

Corporate Governance

Investment

Due Diligence

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Manager

Finance Director

Business Development Manager

Corporate Governance Officer

Board Member

Shareholder Relations Manager

Transaction Manager

Due Diligence Officer

Industries
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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