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Share Transfer Certificate

Share Transfer Certificate Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Transfer Certificate

"I need a Share Transfer Certificate for transferring 1,000 shares in my Dubai-based technology company to a foreign investor, with the transfer scheduled for March 15, 2025, ensuring compliance with UAE foreign ownership restrictions."

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Document background
The Share Transfer Certificate is a mandatory document required under UAE law whenever shares in a UAE company are transferred between parties. It serves as the official record of share ownership change and must be prepared in accordance with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations. The document is essential for updating company registers, maintaining regulatory compliance, and providing clear evidence of share ownership. It must contain specific information including party details, share specifications, consideration amount, and various declarations. The certificate is particularly important in the UAE context where strict documentation requirements exist for corporate ownership changes and where certain transfers may be subject to foreign ownership restrictions or require regulatory approvals.
Suggested Sections

1. Certificate Details: Date, certificate number, and company details including trade license number and registered address

2. Transferor Details: Full legal name, address, and identification details of the party transferring the shares

3. Transferee Details: Full legal name, address, and identification details of the party receiving the shares

4. Share Details: Specific details of shares being transferred including number, class, par value, and share certificate numbers

5. Consideration: Details of the consideration paid for the transfer of shares

6. Transfer Declaration: Formal declaration of transfer and confirmation that the shares are free from encumbrances

7. Governing Law: Specification that the transfer is governed by UAE law and relevant regulations

Optional Sections

1. Board Approval: Reference to board resolution approving the transfer, required when company articles mandate board approval

2. Existing Shareholder Waiver: Confirmation that existing shareholders have waived their pre-emptive rights, required when such rights exist

3. Regulatory Approvals: Reference to any required regulatory approvals, needed for regulated entities or specific industries

4. Power of Attorney: Details of any power of attorney used for execution, required when parties are represented by attorneys

5. Foreign Ownership Declaration: Required when the transfer involves foreign parties, confirming compliance with foreign ownership restrictions

Suggested Schedules

1. Share Certificate: Copy of the original share certificate(s) being transferred

2. Board Resolution: Copy of the board resolution approving the transfer (if applicable)

3. Shareholder Resolution: Copy of any required shareholder resolutions

4. Payment Evidence: Proof of payment of consideration for the shares

5. Due Diligence Documents: Copies of KYC documents, passport copies, and other identification documents of parties

6. Regulatory Approvals: Copies of any required regulatory or government approvals

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 Industries

Financial Services

Real Estate

Technology

Manufacturing

Trading

Professional Services

Healthcare

Construction

Retail

Hospitality

Energy

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Finance

Investment

Corporate Governance

Shareholder Relations

Due Diligence

Business Development

Relevant Roles

Legal Counsel

Corporate Secretary

Chief Legal Officer

Compliance Officer

Company Director

Board Member

Chief Executive Officer

Chief Financial Officer

Legal Manager

Corporate Governance Officer

Investment Manager

Managing Director

Shareholder Relations Manager

Due Diligence Officer

Business Development Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including provisions for share transfers, corporate documentation, and shareholder rights
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the legal framework for contracts and general obligations, including requirements for valid transfer agreements
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign ownership in UAE companies and must be considered for share transfers involving foreign parties
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Establishes requirements for due diligence and documentation in ownership transfers to prevent money laundering
UAE Cabinet Resolution No. 58 of 2020 on Economic Substance Regulations: May affect share transfers in terms of maintaining economic substance requirements post-transfer
Securities and Commodities Authority (SCA) Regulations: Relevant for transfers involving shares in public joint-stock companies or listed entities
Department of Economic Development Regulations: Local authority requirements for documenting and registering share transfers in the relevant emirate
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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