Business Sell Agreement Template for United Arab Emirates

The Business Sale Agreement is a crucial document used in the UAE for transferring ownership of a business from one party to another, whether through an asset or share sale. It must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), Federal Decree-Law No. 32 of 2021 (Commercial Companies Law), and other relevant UAE legislation. The agreement is essential when a business owner wishes to sell their enterprise, requiring careful consideration of UAE-specific requirements such as commercial licensing, Ministry of Economy approvals, and potentially free zone regulations. It covers all aspects of the transaction including purchase price, warranties, indemnities, employee transfers, and regulatory compliance, while addressing specific UAE requirements for business ownership and transfer.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

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 (assets/shares), the purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

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

7. Completion: Details of the completion process, timing, location, and actions required by each party

8. Warranties: Seller's warranties regarding the business, assets, liabilities, and compliance with laws

9. Limitations on Liability: Limitations on seller's liability for warranty claims and other claims under the agreement

10. Post-Completion Obligations: Ongoing obligations after completion, including transition services and non-compete provisions

11. Confidentiality: Provisions regarding confidential information and announcements about the transaction

12. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms, typically UAE courts or arbitration

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