Business Shares Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the sale of 30% shares in a Dubai-based technology company from a UAE national to a German corporate investor, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."

Document background
The Business Shares Agreement is a crucial document used in the United Arab Emirates for facilitating and documenting the transfer of shares between parties in a business entity. It is particularly important given the UAE's specific regulatory requirements, including foreign ownership restrictions and mandatory local sponsorship in certain sectors. This agreement type is essential when shareholders wish to sell or transfer their shares, during business restructuring, or in merger and acquisition scenarios. The document must comply with UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015) and other relevant regulations, making it a vital tool for ensuring legal compliance while protecting the interests of all parties involved in the share transfer.
Suggested Sections

1. Parties: Identification of all parties involved in the share transfer, including full legal names and addresses

2. Background: Recitals explaining the context of the agreement and the company's current structure

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

4. Sale and Purchase of Shares: Details of the shares being transferred, including number, class, and purchase price

5. Consideration and Payment Terms: Payment structure, timing, and method of payment for the shares

6. Conditions Precedent: Prerequisites that must be satisfied before the share transfer can complete

7. Completion: Process and requirements for completing the share transfer, including timing and location

8. Seller's Warranties: Warranties given by the seller regarding the shares and the company

9. Buyer's Warranties: Warranties given by the buyer, including capacity to purchase and compliance with laws

10. Post-Completion Obligations: Actions required after completion, including registration with relevant authorities

11. Confidentiality: Obligations regarding confidential information and announcements

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

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

Optional Sections

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in a sale of shares by majority shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale

3. Non-Competition: Restrictions on seller's future business activities, if applicable

4. Management Rights: Special provisions regarding management participation if relevant to the transaction

5. Earn-Out Provisions: Structure for additional payments based on future performance, if part of the deal

6. Employee Matters: Provisions dealing with key employees or employee shareholders

7. Islamic Finance Compliance: Additional provisions ensuring compliance with Sharia law if required

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of the shares being transferred, including share certificates numbers and class rights

2. Schedule 2 - Company Information: Key details about the company, including corporate structure and financial information

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5 - Company Assets: List of key company assets and their status

6. Appendix A - Board Resolutions: Required board resolutions approving the share transfer

7. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or applications

8. Appendix C - Share Certificates: Copies of relevant share certificates and transfer forms

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 legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Hospitality

Energy

Trading

Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Executive Leadership

Mergers and Acquisitions

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Compliance Officer

Business Development Manager

Investment Manager

Corporate Lawyer

Due Diligence Officer

Risk Manager

Board Member

Shareholder Relations Manager

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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