All Countries
Capital Markets
Equity Exchange Agreement

Equity Exchange Agreement Template for United Arab Emirates

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Equity Exchange Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Equity Exchange Agreement

"I need an Equity Exchange Agreement for a UAE-based technology company exchanging 25% of its shares with a multinational software corporation, with completion planned for March 2025, including specific provisions for intellectual property rights and technology transfer."

Celebrated by
Collaborations with
Investors
Document background
The Equity Exchange Agreement is a sophisticated legal instrument used in the United Arab Emirates when two or more parties wish to exchange ownership interests in their respective companies. This document is particularly relevant in corporate restructuring, joint venture formations, and strategic business combinations where actual cash consideration is not the primary mechanism of exchange. The agreement must comply with UAE Federal Commercial Companies Law and related regulations, including foreign ownership restrictions and economic substance requirements. It typically includes detailed provisions for valuation mechanisms, completion procedures, warranties, and regulatory approvals specific to the UAE jurisdiction. The document is essential for transactions where parties seek to align their interests through equity ownership rather than traditional purchase and sale arrangements.
Suggested Sections

1. Parties: Identification of the parties exchanging equity interests, including registration details as required by UAE law

2. Background: Context of the transaction, description of the companies involved, and purpose of the equity exchange

3. Definitions and Interpretation: Key terms used in the agreement, including specific UAE legal terminology

4. Exchange of Equity Interests: Detailed description of the equity interests being exchanged, including number of shares, class, and rights

5. Consideration: Valuation methodology and details of the exchange ratio or other consideration structure

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

7. Completion Mechanics: Step-by-step process for executing the exchange, including timing and documentation requirements

8. Representations and Warranties: Standard and specific warranties regarding ownership, authority, and company status

9. Pre-Completion Obligations: Obligations of each party between signing and completion

10. Tax Matters: Treatment of any tax implications arising from the exchange

11. Confidentiality: Obligations regarding transaction confidentiality and public announcements

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

13. General Provisions: Standard boilerplate clauses adapted for UAE law requirements

Optional Sections

1. Regulatory Compliance: Special section for listed companies or regulated entities subject to additional requirements

2. Foreign Ownership Provisions: Required when the exchange involves foreign parties, addressing UAE foreign ownership restrictions

3. Anti-dilution Rights: Protection mechanisms for future share issuances, if agreed between parties

4. Tag-Along and Drag-Along Rights: Additional share transfer rights, if part of the broader arrangement

5. Management and Control: Governance provisions if the exchange results in changes to board composition or control

6. Non-Competition: Restrictions on competitive activities, if relevant to the transaction

7. Islamic Finance Compliance: Required if the transaction needs to comply with Shariah principles

Suggested Schedules

1. Share Capital Structure: Details of the current and post-exchange share capital structure of both companies

2. Exchange Mechanics: Detailed steps and timeline for implementing the exchange

3. Required Regulatory Approvals: List of necessary government and regulatory approvals

4. Form of Transfer Instruments: Templates for share transfer documentation compliant with UAE requirements

5. Warranties: Detailed warranties given by each party

6. Board Resolutions: Form of corporate approvals required for the exchange

7. Completion Checklist: List of all documents and actions required for completion

8. Disclosure Letter: Exceptions and qualifications to the warranties

9. Valuation Report: Independent valuation of the equity interests being exchanged

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
Applicable Law
Articles of Association
Board
Business Day
Commercial Register
Company A
Company B
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Economic Substance Regulations
Encumbrance
Exchange Ratio
Exchange Shares
Financial Statements
Foreign Ownership Restrictions
Governmental Authority
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contract
Ministry of Economy
Parties
Related Party
Relevant Authority
Representatives
Securities and Commodities Authority
Share Capital
Shareholders Agreement
Shares
Subsidiary
Tax
Transaction Documents
Transfer Instruments
UAE
Valuation
Warranties
Working Hours
Clauses
Interpretation
Exchange of Shares
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Share Rights
Foreign Ownership
Regulatory Compliance
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Composition
Shareholder Rights
Dividend Rights
Transfer Restrictions
Right of First Refusal
Valuation
Due Diligence
Confidentiality
Non-compete
Non-solicitation
Tax Matters
Costs
Force Majeure
Termination
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Entire Agreement
Severability
Amendments
Third Party Rights
Further Assurance
Counterparts
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Energy

Telecommunications

Professional Services

Retail

Construction

Hospitality

Transportation

Media and Entertainment

Education

Industrial

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Strategy

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Financial Controller

Board Member

Managing Director

Chief Operations Officer

Compliance Officer

Risk Manager

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015): Primary legislation governing corporate entities, share transfers, and ownership structures in the UAE. Contains fundamental rules for company formation, ownership changes, and shareholder rights.
UAE Civil Code (Federal Law No. 5 of 1985): Provides the general framework for contracts and obligations, including basic principles of contract formation, validity, and enforcement.
Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign ownership in UAE companies and specifies sectors where foreign investment is permitted or restricted.
Securities and Commodities Authority (SCA) Regulations: If shares of listed companies are involved, these regulations govern the trading and transfer of securities in the UAE markets.
UAE Economic Substance Regulations (Cabinet Resolution No. 31 of 2019): Requires companies to demonstrate substantial economic presence in the UAE, affecting ownership structures and corporate arrangements.
UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering: Mandates due diligence requirements for business transactions and ownership transfers to prevent money laundering.
UAE Central Bank Regulations: Relevant for payment terms and financial aspects of the equity exchange, particularly if there are cross-border elements.
UAE Competition Law (Federal Law No. 4 of 2012): May be relevant if the equity exchange could result in market concentration or affect competition in the relevant market.
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

Find the exact document you need

Land Swapping Agreement

UAE-governed agreement facilitating the exchange of land or property between parties, ensuring compliance with local property laws and registration requirements.

find out more

Barter Trade Agreement

UAE-governed agreement facilitating the direct exchange of goods or services between parties without primary monetary consideration, compliant with UAE commercial laws and regulations.

find out more

Property Exchange Agreement

A UAE-compliant agreement governing the exchange of real estate properties between parties, subject to federal and emirate-level property laws.

find out more

Exchange Of Services Agreement

UAE-governed Exchange of Services Agreement for mutual service provision between parties, structured under UAE Federal Law requirements.

find out more

Asset Exchange Agreement

UAE-governed agreement facilitating the exchange of assets between parties, detailing terms, conditions, and compliance requirements under UAE law.

find out more

Note Exchange Agreement

A UAE-governed agreement facilitating the exchange of existing notes or debt instruments for new ones, complying with UAE Federal Laws and financial regulations.

find out more

Equity Exchange Agreement

UAE-governed agreement facilitating the exchange of equity interests between parties, including share transfer terms and regulatory compliance requirements.

find out more

Vehicle Exchange Agreement

UAE-governed agreement facilitating the legal exchange of vehicles between parties, ensuring compliance with local traffic laws and RTA regulations.

find out more

Trade Exchange Agreement

UAE-governed agreement establishing terms for trade exchange between parties, including specifications, valuation, and delivery terms.

find out more

Equity In Exchange For Services Agreement

UAE-governed agreement for the exchange of professional services for company equity shares, including performance metrics and share transfer mechanisms.

find out more

Exchange Of Shares Agreement

A UAE law-governed agreement facilitating the exchange of shares between parties, detailing transfer terms and ensuring compliance with local regulations.

find out more

Land Exchange Agreement

UAE-governed agreement facilitating the exchange of land or property between parties, ensuring compliance with local property laws and registration requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.