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Business Share Sale Agreement

Business Share Sale Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Share Sale Agreement

"I need a Business Share Sale Agreement for the sale of 60% shares in my UAE-based technology company to a foreign investor, with completion planned for March 2025, including specific provisions for technology asset protection and employee retention."

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Document background
The Business Share Sale Agreement is a crucial document used in UAE business transactions when transferring ownership of shares in a company. It is essential for mergers, acquisitions, and corporate restructuring activities within the UAE jurisdiction. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions and free zone regulations where applicable. This document typically includes detailed provisions on share valuation, payment mechanisms, warranties, indemnities, and conditions precedent, while addressing UAE-specific requirements such as regulatory approvals and corporate governance standards. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers, and can be used for both private and public companies, subject to additional securities regulations for listed entities.
Suggested Sections

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

2. Background: Context of the transaction, description of the Company, and current ownership structure

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

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, timing, and payment mechanisms

6. Conditions Precedent: Prerequisites to completion including regulatory approvals and corporate authorizations

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Seller Warranties: Standard warranties regarding share ownership, company status, and business operations

10. Buyer Warranties: Basic warranties regarding buyer's capacity and authority

11. Limitations on Liability: Scope and limitations of warranty claims and general liability

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Announcements: Requirements for public announcements about the transaction

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Anti-dilution Provisions: Required when there's a risk of share dilution before completion

2. Tag-Along Rights: Optional protection for minority shareholders if relevant

3. Drag-Along Rights: Include when majority shareholders need mechanism to force minority participation in future sale

4. Non-Competition Covenants: Include when seller is to be restricted from competing post-sale

5. Transitional Services: Required when seller will provide services to company post-completion

6. Employee Matters: Include when specific arrangements for key employees are needed

7. Tax Covenant: Detailed tax provisions if significant tax liabilities are anticipated

8. Escrow Arrangements: Include when part of purchase price is to be held in escrow

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Seller Warranties: Full list of detailed warranties given by the seller

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

5. Properties: Details of company's real estate assets and leases

6. Intellectual Property: Schedule of company's IP rights and registrations

7. Material Contracts: List and details of key commercial contracts

8. Employee Information: Details of employees, benefits, and employment terms

9. Financial Statements: Recent financial statements and management accounts

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
Accounts
Accounts Date
Affiliate
Board
Business
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Governing Law
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Ministry
Purchase Price
Regulatory Authority
Sale Shares
Securities
Seller
Shareholders Agreement
Subsidiary
Tag-Along Rights
Target Company
Tax
Trade License
Transaction Documents
Transfer Date
UAE
VAT
Warranties
Working Day
Clauses
Identification of Parties
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Board Composition
Regulatory Compliance
Foreign Ownership
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Financial Statements
Employee Matters
Intellectual Property
Dispute Resolution
Governing Law
Force Majeure
Termination
Notices
Assignment
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Amendments
Counterparts
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Professional Services

Energy

Construction

Hospitality

Logistics

Media and Entertainment

Telecommunications

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Secretariat

Strategy

Business Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Lawyer

Investment Manager

Business Development Director

Company Secretary

Compliance Officer

Financial Controller

Managing Director

Board Member

General Counsel

Commercial Director

Mergers & Acquisitions Manager

Strategy Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including share transfers, shareholder rights, and corporate governance requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the general framework for contracts, including formation, validity, and enforcement principles applicable to share sale agreements
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership restrictions in UAE companies
SCA Decision No. (3/R.M) of 2017: Regulates the promotion and introduction of securities, applicable if the shares being sold are in a public joint stock company
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant for large transactions that could affect market competition or require merger control approval
UAE Federal Decree-Law No. 8 of 2017 (VAT Law): Governs VAT implications of share transfers and related transactions
DIFC Law No. 5 of 2021 / ADGM Companies Regulations 2020: Relevant if the company is registered in either the Dubai International Financial Centre (DIFC) or Abu Dhabi Global Market (ADGM) free zones
UAE Federal Decree-Law No. 33 of 2021 (Labor Law): May be relevant for employee-related provisions and implications of the share transfer on existing employment relationships
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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