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Share Sale Deed Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed under UAE law for the sale of 60% shareholding in a Dubai mainland technology company to a foreign corporate buyer, with completion scheduled for March 2025 and including specific warranties about intellectual property rights."

Document background
The Share Sale Deed is a crucial document used in the United Arab Emirates for executing share transfer transactions between parties. It is particularly relevant when conducting share sales in UAE-incorporated companies, whether mainland or free zone entities. The deed must comply with UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended) and other relevant regulations, including specific requirements for foreign ownership and local corporate governance. This document typically includes comprehensive details about the transaction, including share valuation, payment terms, warranties, and representations, while ensuring compliance with local regulatory requirements. It's essential for both private and public company transactions, though public companies may have additional regulatory requirements.
Suggested Sections

1. Parties: Details of the Seller and Purchaser, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, details of the Company whose shares are being sold, and current ownership structure

3. Definitions and Interpretation: Key terms used throughout the deed 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 where completion will take place and what actions must occur

6. Seller's Warranties: Fundamental warranties about share ownership, authority to sell, and company status

7. Tax Matters: Provisions relating to tax liabilities and indemnities

8. Confidentiality: Obligations regarding transaction confidentiality and announcements

9. Notices: Process and details for serving notices under the deed

10. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction for disputes

Optional Sections

1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents

2. Purchase Price Adjustment: Include when the final price may be adjusted based on completion accounts or other mechanisms

3. Non-Competition: Required when restricting seller's future business activities is necessary

4. Business Warranties: Detailed warranties about the business when selling a significant shareholding

5. Security Provisions: Include when part of the purchase price is deferred or subject to escrow

6. Tag-Along/Drag-Along Rights: Required for partial share sales where ongoing shareholder relationships need regulation

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure

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

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

4. Warranties: Detailed warranties schedule when extensive warranties are given

5. Disclosed Documents: List of documents disclosed against the warranties

6. Board Resolution: Pro-forma board resolutions approving the share transfer

7. Regulatory Approvals: Copies of required governmental or regulatory approvals

8. Updated Constitutional Documents: Amended memorandum and articles reflecting the new ownership structure

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

Trading

Professional Services

Healthcare

Education

Retail

Construction

Hospitality

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Investment

Business Development

Executive Leadership

Corporate Affairs

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Compliance Officer

General Counsel

Investment Manager

Business Development Director

Managing Director

Board Member

Corporate Lawyer

Finance Manager

M&A Director

Investment Banker

Company Secretary

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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