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Stock Transfer Agreement

Stock Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Stock Transfer Agreement

"I need a Stock Transfer Agreement for the sale of 60% shareholding in my UAE-based technology company to a foreign corporate investor, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."

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Document background
The Stock Transfer Agreement is a crucial document used in UAE corporate transactions when shares or stocks need to be transferred between parties. It serves as the primary legal instrument for documenting share transfers in accordance with UAE Federal Law No. 32 of 2021 and related regulations. This agreement is essential for both private and public companies, requiring careful consideration of local ownership requirements, regulatory approvals, and corporate governance standards. It typically includes detailed provisions about the shares being transferred, payment terms, warranties, and various conditions precedent that must be satisfied. The document must comply with specific UAE requirements regarding share transfers, including necessary approvals from relevant authorities and proper documentation for the local commercial registry.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, 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: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will be completed, including deliverables and timing

6. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company status

7. Buyer's Representations and Warranties: Warranties regarding authority to purchase and ability to pay

8. Pre-Completion Obligations: Actions required before completion, including obtaining necessary approvals

9. Post-Completion Obligations: Actions required after completion, including updating company records

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

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

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

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale

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

3. Non-Competition: Include when the seller needs to be restricted from competing post-sale

4. Employee Matters: Include when the transfer affects key employees or employment agreements

5. Tax Indemnity: Include when specific tax risks need to be allocated between parties

6. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance

7. Foreign Ownership Compliance: Include when the transfer involves foreign buyers and UAE ownership restrictions apply

8. Director Resignations: Include when the transfer involves changes to the board of directors

Suggested Schedules

1. Share Details: Details of the shares being transferred including share certificates numbers and class of shares

2. Company Information: Key details about the company including corporate structure, licenses, and material contracts

3. Completion Deliverables: List of documents and items to be delivered at completion

4. Form of Share Transfer Instrument: Standard form for executing the share transfer under UAE law

5. Corporate Approvals: Required board and shareholder resolutions

6. Warranties: Detailed list of warranties given by the seller regarding the company and shares

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

8. Required Regulatory Approvals: List of necessary government or regulatory approvals for 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
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Governmental Authority
Liabilities
Long Stop Date
Material Adverse Change
Purchase Price
Related Party
Relevant Authority
Sale Shares
Securities
Seller's Group
Seller's Warranties
Share Certificates
Shareholders Agreement
Shares
Subsidiary
Target Company
Tax
Third Party Rights
Trade License
Transaction Documents
Transfer Instrument
UAE
UAE Companies Law
Working Hours
Authorized Signatories
Board of Directors
Commercial Register
Economic Department
Notarial Declaration
Regulatory Approvals
Share Capital
Transfer Restrictions
Articles of Association
Memorandum of Association
Pre-emptive Rights
Manager
Shareholders Resolution
Clauses
Definitions
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Seller's Covenants
Buyer's Covenants
Share Transfer Restrictions
Non-Competition
Confidentiality
Tax Matters
Indemnification
Force Majeure
Termination
Assignment
Notices
Further Assurance
Costs
Waiver
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Regulatory Compliance
Foreign Ownership
Board Approval
Shareholder Approval
Tag-Along Rights
Drag-Along Rights
Share Certificates
Power of Attorney
Anti-Money Laundering
Data Protection
Authority to Execute
Relevant Industries

Financial Services

Professional Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Transportation

Construction

Hospitality

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Executive Leadership

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Director

Compliance Officer

Investment Manager

Corporate Governance Officer

Board Director

Managing Director

Mergers & Acquisitions Manager

Business Development Director

Risk Manager

Corporate Finance Manager

Industries
UAE Federal Law No. 32 of 2021 (Companies Law): The primary legislation governing companies in the UAE, including provisions for share transfers, corporate governance, and shareholder rights
UAE Federal Law No. 4 of 2000 (Securities Law): Regulates securities markets and trading activities, particularly relevant if the shares being transferred are of a publicly listed company
UAE Federal Law No. 5 of 1985 (Civil Code): Contains general principles of contract law and obligations that apply to commercial agreements including share transfers
UAE Federal Law No. 19 of 2018 (FDI Law): Governs foreign direct investment and ownership restrictions in UAE companies, crucial for transfers involving foreign parties
UAE Federal Decree-Law No. 47 of 2022 (Corporate Tax Law): Relevant for tax implications of share transfers and necessary declarations or clearances
UAE Federal Decree-Law No. 24 of 2020 (Anti-Money Laundering Law): Requires due diligence and compliance checks in significant financial transactions including share transfers
SCA Board of Directors' Decision No. (3/R.M) of 2020: Concerning Approval of Joint Stock Company Governance Guide, relevant for transfers in joint stock companies
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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