Shareholder Agreement Transfer Of Shares Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Agreement Transfer Of Shares

"I need a Shareholder Agreement Transfer of Shares for my Dubai mainland LLC company, where I'm selling 30% of shares to a foreign investor for AED 5 million, with completion scheduled for March 15, 2025."

Document background

The Shareholder Agreement Transfer of Shares is a crucial document used in the United Arab Emirates when executing share transfers between parties in UAE companies. This agreement is essential for both mainland and free zone companies, requiring careful consideration of UAE Commercial Companies Law, foreign ownership restrictions, and specific regulatory requirements. The document is typically employed during corporate restructuring, exit strategies, or investment transactions, providing a comprehensive framework for the transfer process. It includes detailed provisions for the transaction's execution, necessary approvals, warranties, and post-completion obligations, while ensuring compliance with UAE regulations regarding share transfers, economic substance requirements, and anti-money laundering laws. The agreement must be drafted with particular attention to UAE's unique business environment and legal requirements, including potential requirements for local sponsorship and regulatory approvals.

Suggested Sections

1. Parties: Identification of the transferor(s), transferee(s), and the company, including full legal names and addresses as per UAE requirements

2. Background: Context of the share transfer, current ownership structure, and purpose of the agreement

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

4. Sale and Purchase of Shares: Details of the shares being transferred, including number, class, and percentage of total share capital

5. Purchase Price: Specification of the consideration for the shares and payment terms

6. Completion: Requirements and process for completing the transfer, including timing and deliverables

7. Conditions Precedent: Prerequisites for the transfer, including regulatory approvals and corporate authorizations

8. Representations and Warranties: Standard and specific warranties from both transferor and transferee

9. Covenants and Undertakings: Ongoing obligations of the parties post-transfer

10. Regulatory Compliance: Compliance with UAE laws, including foreign ownership restrictions and regulatory requirements

11. Confidentiality: Obligations regarding confidential information and announcements

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

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when existing shareholders should have the right to join the sale on similar terms

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

3. Non-Compete Provisions: Include when the transferor should be restricted from competing with the company post-transfer

4. Employee Matters: Include when the transfer affects employment arrangements or employee shareholders

5. Intellectual Property Rights: Include when the transfer involves companies with significant IP assets

6. Tax Provisions: Include when there are specific tax implications or arrangements between the parties

7. Break Fee: Include when parties want to specify compensation for failure to complete the transfer

Suggested Schedules

1. Details of the Shares: Complete description of shares being transferred, including share certificates numbers and dates

2. Completion Requirements: Detailed list of documents and actions required for completion

3. Form of Transfer Instrument: Template share transfer form compliant with UAE requirements

4. Warranties: Detailed list of warranties given by the transferor regarding the shares and company

5. Company Information: Key details about the company, including corporate structure and financial information

6. Regulatory Approvals: List of required regulatory approvals and status

7. Board Resolution: Template board resolution approving the share transfer

8. Power of Attorney: Template POA for completing transfer formalities if required

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

alex.den.21@genieai.co

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Legal

Finance

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Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Compliance Officer

Managing Director

Board Member

Investment Manager

Corporate Governance Officer

General Counsel

Financial Controller

Risk Manager

Company Director

Shareholder Relations Manager

Business Development Director

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