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Company Share Transfer Agreement

Company Share Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Share Transfer Agreement

"I need a Company Share Transfer Agreement for my UAE mainland company to transfer 30% of shares from a UAE national seller to a foreign investor buyer, ensuring compliance with foreign ownership restrictions and including necessary regulatory approval clauses."

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Document background
The Company Share Transfer Agreement is a crucial document used in the UAE when transferring ownership of shares in a company from one party to another. It is essential for both private and public companies operating under UAE jurisdiction, whether in mainland UAE or free zones. The agreement must comply with Federal Commercial Companies Law (Federal Law No. 2 of 2015) and related regulations, including specific requirements for foreign ownership and economic substance. This document typically includes detailed provisions about the transfer price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's particularly important in the UAE context due to specific local requirements for company ownership, regulatory approvals, and documentation. The agreement serves as evidence of the transfer for regulatory authorities and protects both parties' interests by clearly defining their rights and obligations.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred

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

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

4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred

5. Purchase Price: Consideration for the shares and payment terms

6. Conditions Precedent: Prerequisites that must be fulfilled before completion, including regulatory approvals

7. Completion: Mechanics and timing of the transfer, including required actions and deliverables

8. Seller's Warranties: Representations about the shares, company, and seller's capacity to transfer

9. Buyer's Warranties: Representations about buyer's capacity and authority to purchase

10. Pre-Completion Obligations: Parties' obligations between signing and completion

11. Post-Completion Obligations: Actions required after the transfer, including regulatory filings

12. Confidentiality: Obligations regarding transaction and company information

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Tag Along Rights: Include when existing shareholders should have the right to join the sale

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

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

4. Tax Provisions: Include when there are specific tax implications or arrangements

5. Employee Matters: Include when transfer affects key employees or employment arrangements

6. Intellectual Property: Include when IP rights are significant to the transaction

7. Real Estate: Include when company owns significant real estate assets

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

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers

2. Company Information: Key company details, registration numbers, and current shareholding

3. Warranties: Detailed warranties about the company and its business

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

5. Company Accounts: Recent financial statements and management accounts

6. Property Schedule: Details of company's real estate assets if relevant

7. Intellectual Property Schedule: List of IP rights if relevant

8. Required Consents: List of third-party and regulatory consents required

9. Incumbency Certificate: Proof of authority of signatories

10. Board Resolutions: Company approval of the transfer

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
AED
Board
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Free Zone Authority
Governing Law
Group
Licenses
Long Stop Date
Loss
Material Adverse Change
Ministry of Economy
Parties
Purchase Price
Regulatory Approvals
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders Agreement
Signing Date
Subsidiary
Tax
Third Party Rights
Trade License
Transaction Documents
Transfer Date
UAE
Warranties
Working Hours
Articles of Association
Board Resolution
Business
Claims
Constitutional Documents
Corporate Documents
Due Diligence
Economic Substance Regulations
Financial Statements
Foreign Ownership Restrictions
Governmental Authority
Intellectual Property Rights
Material Contracts
NOC
Notary Public
Register of Members
Related Parties
Securities
Share Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Foreign Ownership
Board Composition
Shareholder Rights
Tag Along Rights
Drag Along Rights
Share Certificates
Encumbrances
Further Assurance
Powers of Attorney
Costs and Expenses
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Legal Compliance
Anti-Money Laundering
Economic Substance
Regulatory Approvals
Corporate Authority
Share Transfer Mechanics
Due Diligence
Information Rights
Termination
Remedies
Representations
Survival
Counterparts
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Construction

Transportation

Hospitality

Education

Media and Entertainment

Telecommunications

Agriculture

Mining

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Mergers & Acquisitions

Business Development

Investment

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Compliance Officer

Business Development Manager

Investment Manager

Corporate Governance Officer

Board Member

Shareholder Relations Manager

M&A Director

Due Diligence Officer

Risk Manager

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended): The primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and company ownership structures
UAE Federal Law No. 19 of 2018 on Foreign Direct Investment: Regulates foreign ownership of UAE companies and specifies sectors where foreign ownership restrictions apply
UAE Economic Substance Regulations (Cabinet Resolution No. 57 of 2020): Requires companies to demonstrate substantial economic presence in the UAE, which may affect share transfer structures
UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering: Establishes requirements for due diligence and documentation in ownership transfers to prevent money laundering
UAE Federal Law No. 4 of 2012 on the Regulation of Competition: May apply if the share transfer results in market concentration or affects competition
UAE Civil Code (Federal Law No. 5 of 1985): Contains general principles of contract law that apply to share transfer agreements
UAE Central Bank Regulations: Relevant for share transfers involving financial institutions or requiring financial transfers
Relevant Free Zone Regulations: Specific regulations that apply if the company is established in one of the UAE's free zones, which may have different requirements for share transfers
UAE Cabinet Resolution No. 58 of 2020 on Beneficial Owner Procedures: Requires companies to maintain a register of beneficial owners and report changes in ownership
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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