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Shareholder Transfer Form

Shareholder Transfer Form Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Transfer Form

"I need a Shareholder Transfer Form for a UAE mainland LLC company, where a single shareholder is transferring 25% of total shares to a new foreign investor, with completion scheduled for March 15, 2025."

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Document background
The Shareholder Transfer Form is a fundamental document used in the United Arab Emirates for executing and recording the transfer of share ownership between parties. It is required whenever shares in a UAE company (whether mainland or free zone) are being transferred from one party to another. The document must comply with UAE Federal Commercial Companies Law and, where applicable, specific free zone regulations. The form captures crucial information including shareholder details, share quantities, consideration, and required approvals, while ensuring adherence to local ownership restrictions and regulatory requirements. This document is particularly important given the UAE's strict requirements for corporate documentation and ownership transparency, making it essential for maintaining accurate shareholder records and ensuring legal compliance.
Suggested Sections

1. Parties: Details of the Transferor (selling shareholder) and Transferee (purchasing shareholder), including full legal names, nationality, passport/Emirates ID numbers, and addresses

2. Company Details: Full legal name of the company, registration number, registered address, and governing jurisdiction (including free zone if applicable)

3. Share Transfer Details: Specific details of shares being transferred including number of shares, share class, nominal value, and percentage of total share capital

4. Consideration: The amount and form of payment for the shares being transferred

5. Transfer Date: The effective date of the share transfer

6. Representations and Warranties: Basic warranties from the transferor regarding ownership, right to transfer, and absence of encumbrances

7. Execution Block: Signature blocks for transferor, transferee, and witness signatures, including space for company seal if required

Optional Sections

1. Board Approval: Section confirming board approval of the transfer, required when the company's articles mandate board approval for transfers

2. Pre-emption Rights Waiver: Written waiver from other shareholders regarding their pre-emptive rights, needed when other shareholders have pre-emption rights

3. Regulatory Approvals: Section detailing any required regulatory approvals, necessary for regulated industries or when foreign ownership is involved

4. Payment Terms: Detailed payment structure and terms, required when payment is not made in full at completion

5. Conditions Precedent: List of conditions that must be satisfied before the transfer becomes effective, needed for complex transfers

Suggested Schedules

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

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

3. Shareholder Resolution: Copy of shareholder resolution or waiver of pre-emption rights (if required)

4. KYC Documents: Copies of identification documents, proof of address, and other KYC documentation for both parties

5. Payment Evidence: Proof of payment or payment arrangements for the share 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 Industries

Financial Services

Real Estate

Manufacturing

Technology

Healthcare

Retail

Professional Services

Construction

Energy

Trading

Hospitality

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Board Administration

Shareholder Relations

Investment

Due Diligence

Corporate Services

Relevant Roles

Legal Counsel

Corporate Secretary

Compliance Officer

Chief Financial Officer

Company Director

Managing Director

Legal Manager

Corporate Governance Officer

Board Secretary

Financial Controller

Investment Manager

Shareholder Relations Manager

Company Registrar

Due Diligence Officer

Corporate Services Manager

Industries
UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance requirements
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Regulates the prevention of money laundering and ensures proper documentation and verification of share ownership transfers
SCA Board Resolution No. 3 R.M of 2020: Regulations from the Securities and Commodities Authority concerning the transfer of shares in public joint-stock companies
UAE Economic Substance Regulations (Cabinet Resolution No. 57 of 2020): Regulations affecting ownership structures and reporting requirements for UAE entities
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for share transfers that might result in market concentration or monopolistic situations
Relevant Free Zone Regulations: Specific regulations governing share transfers in free zone companies, varying by the specific free zone where the company is established
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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