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Agreement For Transfer Of Shares Template for United Arab Emirates

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Key Requirements PROMPT example:

Agreement For Transfer Of Shares

"I need an Agreement For Transfer Of Shares for selling 40% of my UAE mainland company's shares to a foreign investor, with completion scheduled for March 2025 and payment in three installments."

Document background
The Agreement For Transfer Of Shares is a crucial document used in the UAE when implementing ownership changes in companies, whether for strategic investments, exits, or corporate restructuring. This agreement is essential for documenting share transfers in compliance with UAE Commercial Companies Law (Federal Law No. 32 of 2021) and other relevant regulations. It's particularly important in the UAE context due to specific requirements regarding foreign ownership, local partner relationships, and free zone regulations. The document must address various aspects including share valuation, payment terms, warranties, and regulatory compliance, while considering specific UAE market practices and legal requirements. It's commonly used in both private and public companies, though public companies may have additional regulatory requirements.
Suggested Sections

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

2. Background: Context of the transaction, including company details and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer including number of shares, price, and payment terms

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

6. Seller's Warranties: Warranties regarding ownership, authority to sell, and status of shares

7. Company Warranties: Warranties regarding the company's status, financial position, and operations

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

9. Pre-Completion Obligations: Actions required before completion of the transfer

10. Post-Completion Obligations: Actions required after completion of the transfer

11. Confidentiality: Provisions regarding confidential information and announcements

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

Optional Sections

1. Tag-Along Rights: Used when other shareholders have rights to join the sale

2. Regulatory Approvals: Required when the transfer needs specific regulatory clearances

3. Non-Competition: Included when the seller needs to be restricted from competing

4. Tax Provisions: Required when there are specific tax implications to address

5. Multiple Sellers Provisions: Used when there are multiple selling parties

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

7. Foreign Ownership Compliance: Required when involving foreign buyers under UAE ownership rules

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

2. Company Information: Key information about the company including corporate documents

3. Warranties: Detailed warranties and representations

4. Completion Requirements: List of documents and actions required for completion

5. Board Resolutions: Required corporate approvals and resolutions

6. Regulatory Filings: Forms and documents required for regulatory compliance

7. Existing Shareholder Agreements: Copies of relevant shareholder agreements affecting the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Hospitality

Energy

Transportation

Media and Entertainment

Education

Trading

Industrial

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Corporate Affairs

Investment

Strategy

Mergers & Acquisitions

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Manager

Business Development Director

Managing Director

Board Member

Financial Controller

Corporate Governance Officer

Mergers & Acquisitions Director

Strategy Director

Due Diligence Manager

Risk Manager

Industries







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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