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Intercompany Asset Transfer Agreement

Intercompany Asset Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Intercompany Asset Transfer Agreement

I need an Intercompany Asset Transfer Agreement for transferring manufacturing equipment and related intellectual property from our Dubai mainland entity to our Abu Dhabi subsidiary, with completion planned for March 2025.

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Document background
The Intercompany Asset Transfer Agreement is essential for UAE businesses structuring internal reorganizations, group restructuring, or operational optimizations. It is commonly used when companies within the same group need to transfer assets, whether tangible or intangible, between entities. The agreement must comply with UAE Federal Laws, including the Civil Code and Commercial Transactions Law, and may need to address specific requirements for mainland or free zone entities. This document typically includes detailed schedules of assets, consideration calculations, and completion requirements, while ensuring compliance with UAE corporate law, VAT regulations, and where applicable, free zone regulations. It's particularly important for documenting fair value transfers, maintaining proper corporate records, and ensuring transparent related party transactions in accordance with UAE regulatory requirements.
Suggested Sections

1. Parties: Identification of the transferor and transferee companies, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the transfer, relationship between the parties, and purpose of the agreement

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

4. Transfer of Assets: Core provisions detailing the assets being transferred and the mechanism of transfer

5. Consideration: Purchase price or other consideration for the transfer, including payment terms and methods

6. Completion: Details of the completion process, timing, and deliverables required for closing

7. Representations and Warranties: Standard representations regarding ownership, authority, and condition of assets

8. Tax Matters: Allocation of tax liabilities and VAT treatment of the transfer

9. Costs and Expenses: Allocation of costs related to the transfer

10. Further Assurance: Obligations to execute additional documents and take further actions if needed

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

12. Notices: Process for serving notices under the agreement

Optional Sections

1. Employees: Required if the transfer includes the transfer of employees or employment-related obligations

2. Intellectual Property: Required if the transfer includes IP rights or licenses

3. Real Estate: Required if the transfer includes real property, addressing specific UAE property transfer requirements

4. Regulatory Approvals: Required if the transfer needs specific regulatory approvals (e.g., from free zone authorities)

5. Transition Services: Required if ongoing support is needed post-transfer

6. Data Protection: Required if the transfer includes personal data or sensitive information

7. Environmental Matters: Required if the assets have environmental implications or requirements

8. Encumbrances: Required if there are existing charges or securities over the assets

Suggested Schedules

1. Asset Schedule: Detailed list and description of all assets being transferred

2. Consideration Calculation: Detailed breakdown of the purchase price or value allocation

3. Form of Transfer Instruments: Templates for specific transfer documents required under UAE law

4. Required Consents: List of third-party or regulatory consents required

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

6. Existing Contracts: List of contracts being transferred or requiring novation

7. Property Details: Specific details of any real estate being transferred

8. Outstanding Liabilities: Schedule of any liabilities being transferred or retained

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
Affiliate
Agreement
Applicable Law
Assets
Business Day
Completion
Completion Date
Consideration
Competent Authority
Governing Law
Group
Intellectual Property Rights
Liabilities
Material Adverse Change
Permitted Encumbrances
Purchase Price
Related Party
Relevant Authority
Security Interest
Tax
Transfer Documents
Transfer Date
Transferor
Transferee
UAE
VAT
Working Hours
Asset Register
Business
Claim
Confidential Information
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Free Zone
Group Company
Holding Company
Loss
Material Contract
Parent Company
Property
Records
Regulatory Approvals
Representatives
Signing Date
Subsidiary
Transaction
Transaction Documents
Warranties
Working Capital
Clauses
Definitions and Interpretation
Sale and Purchase
Consideration
Conditions Precedent
Completion
Asset Transfer
Payment Terms
Representations and Warranties
Tax Matters
VAT
Further Assurance
Assignment
Confidentiality
Data Protection
Force Majeure
Regulatory Compliance
Third Party Rights
Severability
Entire Agreement
Amendments
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Language
Counterparts
Liability and Indemnification
Authority and Capacity
Due Diligence
Property Transfer
Intellectual Property
Employee Matters
Contract Novation
Environmental Compliance
Insurance
Post-Completion Obligations
Transition Services
Non-Competition
Enforcement
Waiver
Time of Essence
Relevant Industries

Manufacturing

Real Estate

Technology

Financial Services

Healthcare

Retail

Energy

Transportation and Logistics

Construction

Hospitality

Professional Services

Industrial

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Treasury

Operations

Risk Management

Business Development

Asset Management

Corporate Development

Relevant Roles

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Finance Director

Asset Manager

Operations Director

Chief Executive Officer

Tax Manager

Compliance Officer

Treasury Manager

Corporate Restructuring Officer

Business Development Director

Risk Manager

Company Secretary

Industries
UAE Federal Law No. 5 of 1985 (Civil Code): Governs general contractual principles, obligations, and property rights. Particularly relevant for asset transfer conditions and contractual formation requirements.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business dealings between companies, including provisions for transfer of commercial assets.
UAE Federal Law No. 2 of 2015 (Companies Law): Governs corporate entities and their transactions, including requirements for intercompany transfers and related party transactions.
UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax: Determines VAT implications on asset transfers between companies, including exemptions and reporting requirements.
UAE Federal Law No. 4 of 2020 on Securing Interest in Movable Property: Relevant for transfers of movable assets and registration requirements for security interests.
Various Free Zone Regulations: Specific regulations if either company operates within a UAE free zone, governing asset transfers in or out of free zones.
UAE Federal Law No. 14 of 2018 (Central Bank Law): Relevant if the transfer involves financial assets or requires central bank approval.
UAE Federal Law No. 19 of 2018 (Foreign Direct Investment Law): May be applicable if the intercompany transfer involves foreign ownership considerations.
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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