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Shareholder Buyout Agreement

Shareholder Buyout Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Buyout Agreement

"I need a Shareholder Buyout Agreement under UAE law for my technology company where I'm selling my 30% shareholding to the majority shareholder, with completion planned for March 2025 and payment in two installments."

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Document background
The Shareholder Buyout Agreement is a crucial document used when existing shareholders wish to exit a company by selling their shares to other shareholders or to the company itself in the UAE. It is particularly important in private companies where share transfers are more restricted than in public companies. The agreement must comply with UAE Federal Law No. 32 of 2021 and any applicable free zone regulations. It typically includes comprehensive details about share valuation, payment mechanisms, warranties, representations, and conditions precedent to completion. The document is essential for corporate restructuring, succession planning, or resolving shareholder disputes, and may require additional approvals from various UAE authorities depending on the company's sector and location (mainland or free zone).
Suggested Sections

1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company

2. Background: Current shareholding structure, reason for buyout, and relevant company information

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

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

5. Conditions Precedent: Required approvals, consents, and actions that must occur before completion

6. Completion: Mechanics of the transfer, timing, and actions required at completion

7. Seller Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Buyer Warranties: Warranties regarding authority to purchase and financial capacity

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

10. Confidentiality: Provisions regarding confidential information and announcements

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

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

Optional Sections

1. Seller Financing: Terms of any deferred payment or financing provided by seller

2. Non-Compete and Non-Solicitation: Restrictions on seller's future business activities

3. Transitional Services: Arrangements for seller's continued involvement during transition

4. Tax Matters: Specific tax allocations and indemnities

5. Employee Matters: Provisions regarding key employees and management

6. Intellectual Property Rights: Special provisions for companies with significant IP assets

7. Real Estate Matters: Special provisions for companies with significant real estate holdings

8. Post-Completion Adjustments: Mechanisms for price adjustments based on completion accounts

9. Bank Guarantees: Requirements for security or performance guarantees

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers

2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed seller warranties about the company and business

5. Company Information: Key company details including assets, contracts, and liabilities

6. Required Consents: List of third-party and regulatory consents required

7. Encumbrances: Details of any existing charges or encumbrances on the shares

8. Power of Attorney: Form of power of attorney for share transfer

9. Board Resolutions: Pro-forma board resolutions approving the 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
Articles of Association
Board
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Economic Department
Financial Statements
Financial Year
Free Zone Authority
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Economy
Notice
Ordinary Course of Business
Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders Agreement
Signing Date
Subsidiary
Tag-Along Rights
Target Company
Tax
Territory
Third Party
Trade License
Transaction Documents
UAE
UAE Companies Law
Warranties
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Costs
Time of Essence
Announcements
Governing Law
Dispute Resolution
Language
Counterparts
Third Party Rights
Power of Attorney
Regulatory Compliance
Share Transfer Mechanics
Board Approval
Shareholder Approval
Authority Approvals
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Construction

Hospitality

Energy

Transportation

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Development

Investment

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Board Member

Shareholder

Investment Manager

Business Development Director

Commercial Director

Compliance Officer

Risk Manager

Corporate Governance Officer

Industries
UAE Federal Law No. 32 of 2021 (Companies Law): The primary legislation governing companies in the UAE, covering shareholder rights, share transfers, corporate governance, and procedural requirements for ownership changes
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions including payment terms, securities, and commercial obligations related to business transfers
UAE Federal Decree-Law No. 47 of 2022 on Taxation of Corporations and Businesses: Covers corporate tax implications of share transfers and business restructuring
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for ensuring the buyout doesn't create anti-competitive market conditions, particularly if involving large market players
UAE Central Bank Regulations: Applicable if the transaction involves financing arrangements or affects banking relationships
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign ownership in UAE companies and relevant if foreign shareholders are involved in the buyout
UAE Federal Law No. 8 of 2004 (Financial Free Zones Law): Applicable if the company operates within any of the UAE's financial free zones, which have specific regulations for share transfers
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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