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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for United Arab Emirates

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Key Requirements PROMPT example:

Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares for the transfer of 60% shareholding in my UAE-based technology company to a foreign corporate investor, with completion scheduled for March 2025 and including specific warranties about our intellectual property and client contracts."

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Document background
The Contract Of Sale Of Shares is a fundamental transaction document used in the UAE for transferring ownership of shares between parties. It is essential for corporate restructuring, investment transactions, and exit arrangements in the UAE market. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations, including specific requirements for foreign ownership if applicable. This agreement is commonly used in both private and public company contexts, though public company transfers may require additional regulatory approvals. The document typically includes detailed provisions on share valuation, payment mechanisms, warranties about the company's status and operations, and specific UAE law compliance requirements. It's particularly important in the UAE context due to specific local requirements regarding share transfers, corporate governance, and foreign ownership restrictions.
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 shareholding structure

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

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

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

6. Completion: Mechanics and timing of the completion process, including actions required by each party

7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Buyer's Warranties: Basic warranties regarding capacity to enter into the agreement and fund the purchase

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Confidentiality: Obligations regarding transaction confidentiality and company information

11. Announcements: Requirements for public announcements about the transaction

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

13. Assignment: Restrictions on assignment of rights under the agreement

14. Notices: Process for serving notices under the agreement

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

Optional Sections

1. Tag Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders

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

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

4. Management Provisions: Included when the seller will continue in a management role

5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

6. Pre-emption Rights: When existing shareholders should have first right to purchase shares being sold

7. Tax Covenant: Detailed tax provisions when significant tax liabilities might arise

8. Strategic Assets Protection: Required for companies holding strategic assets under UAE law

9. Free Zone Specific Provisions: Required when the company is located in a UAE free zone

Suggested Schedules

1. Share Details: Detailed information about the shares being sold including share certificates

2. Company Information: Details of the company including corporate documents and structure

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

4. Properties: Details of real estate owned or leased by the company

5. Intellectual Property: List of IP rights owned or licensed by the company

6. Material Contracts: Summary of key contracts and arrangements

7. Employees: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of documents required at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions approving the share 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
Board
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governing Law
Group
Intellectual Property Rights
Material Adverse Change
Purchase Price
Seller
Share Certificates
Shares
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
UAE
VAT
Warranties
Working Hours
AED
Articles of Association
Business License
Commercial Register
Completion Requirements
Corporate Documents
DED
Economic Department
Material Contracts
Memorandum of Association
Ministry of Economy
Related Parties
Trade License
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Seller Covenants
Buyer Covenants
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Tax Matters
Regulatory Compliance
Change of Control
Assignment
Further Assurance
Notices
Costs
Severability
Entire Agreement
Amendments
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Good Faith
Waiver
Time of Essence
Relevant Industries

Banking & Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Professional Services

Construction

Energy

Telecommunications

Hospitality

Transportation & Logistics

Media & Entertainment

Education

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Executive Leadership

Company Secretariat

Business Development

Mergers & Acquisitions

Investment

Treasury

Board of Directors

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Compliance Officer

Finance Director

Board Member

Corporate Lawyer

M&A Director

Business Development Manager

Risk Manager

Company Director

Shareholder Relations Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the general principles of contract law, including formation, validity, and enforcement of contracts
SCA Decision No. (3/R.M) of 2017: Regulation of securities trading, particularly relevant if dealing with shares of public joint stock companies
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business dealings, including provisions affecting share transfers
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulations regarding foreign ownership of shares in UAE companies
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Compliance requirements for financial transactions including share purchases
Federal Decree-Law No. 9 of 2022 on Corporate Tax: Tax implications for share transfers and corporate restructuring
Federal Decree-Law No. 8 of 2017 on Value Added Tax: VAT considerations for share transfer transactions
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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