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Contract For Shares Of A Company

Contract For Shares Of A Company Template for United Arab Emirates

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Key Requirements PROMPT example:

Contract For Shares Of A Company

"I need a Contract For Shares Of A Company for the sale of 60% shareholding in my UAE mainland technology company to a foreign investor, with completion planned for March 2025 and including necessary foreign ownership compliance provisions."

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Document background
The Contract For Shares Of A Company is a crucial legal instrument used in the UAE for facilitating and documenting the transfer of company ownership through share transactions. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, or in merger and acquisition scenarios. It must comply with UAE Federal Law No. 32 of 2021 and other relevant regulations, including specific requirements for foreign ownership and free zone regulations where applicable. The agreement typically includes detailed provisions on share valuation, payment terms, warranties, and post-completion obligations. It's particularly important in the UAE context due to specific local requirements regarding share transfers, corporate governance, and foreign ownership restrictions. The document serves as both a legal record of the transaction and a framework for managing the rights and obligations of all parties involved in the share transfer.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

2. Background: Context of the transaction, including brief description of the company and reason for the share transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Actions parties must take between signing and completion

8. Completion: Mechanics of closing the transaction, including timing, location, and actions required

9. Seller Warranties: Representations and warranties given by the seller regarding the shares and company

10. Purchaser Warranties: Representations and warranties given by the purchaser

11. Limitations on Liability: Limitations on warranty claims and general liability of the parties

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

15. Notices: Process for giving formal notices under the agreement

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

17. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales

2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale

3. Non-Competition: Include when the seller needs to be restricted from competing with the company post-sale

4. Deferred Consideration: Include when part of the purchase price will be paid later or is contingent

5. Regulatory Compliance: Include specific provisions when the transaction requires regulatory approvals

6. Employee Matters: Include when there are specific arrangements regarding key employees

7. Tax Covenants: Include detailed tax provisions when tax liabilities are a significant concern

8. Interim Management: Include when there's a significant gap between signing and completion requiring specific management arrangements

Suggested Schedules

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

2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers and class rights

3. Warranties: Detailed warranties given by the seller regarding the company and its business

4. Properties: Details of company's real estate assets if material to the transaction

5. Intellectual Property: List of company's IP rights if material to the transaction

6. Material Contracts: Summary of key contracts affecting the company's business

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

8. Form of Resignation Letters: Template resignation letters for departing directors if applicable

9. Existing Encumbrances: Details of any existing charges or encumbrances on the shares or company assets

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
Articles of Association
Board
Business Day
Commercial Companies Law
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Free Zone Authority
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Partners
Party/Parties
Permits
Purchase Price
Purchaser
Regulatory Approvals
Related Party
Sale Shares
Seller
Share Capital
Shareholders
Subsidiaries
Tax
Territory
Transaction Documents
UAE
Warranties
Working Hours
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties and Representations
Seller Warranties
Purchaser Warranties
Share Transfer Mechanics
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Composition
Regulatory Compliance
Corporate Governance
Confidentiality
Non-competition
Non-solicitation
Indemnification
Liability Limitations
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Third Party Rights
Announcements
Counterparts
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Energy

Transportation

Construction

Telecommunications

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Corporate Affairs

Executive Leadership

Investment

Mergers & Acquisitions

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Corporate Governance Officer

Compliance Manager

Financial Controller

Board Member

Managing Director

General Counsel

Commercial Director

Business Development Manager

Risk Manager

Company Director

Industries
UAE Federal Law No. 32 of 2021: The Commercial Companies Law, which provides the primary legal framework for companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance
UAE Federal Decree-Law No. 19 of 2018: The Foreign Direct Investment Law, which regulates foreign ownership of UAE companies and specifies activities open to 100% foreign ownership
SCA Board of Directors' Resolution No. (3/R.M) of 2000: Regulations for disclosure and transparency, particularly relevant for transfer of shares in public joint-stock companies
UAE Federal Decree-Law No. 20 of 2018: Anti-Money Laundering Law, which includes provisions relevant to share transfers and company ownership changes
UAE Federal Law No. 4 of 2000: UAE Securities and Commodities Authority Law, governing the trading and ownership of securities including shares
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law that apply to share purchase agreements
Relevant Free Zone Regulations: Specific regulations if the company is established in a UAE free zone, which may have different requirements for share transfers and 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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