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Transfer Of Shares Agreement

Transfer Of Shares Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Transfer Of Shares Agreement

I need a Transfer of Shares Agreement for my UAE-based private limited company to transfer 40% of shares to a foreign investor, with completion scheduled for March 2025 and including standard warranties and foreign ownership compliance provisions.

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Document background
The Transfer of Shares Agreement is a fundamental document used in UAE corporate transactions when ownership in a company needs to be transferred between parties. This agreement is essential for documenting share transfers in accordance with UAE Federal Law No. 32 of 2021 and related regulations. It becomes necessary when shareholders wish to sell their stake, during corporate restructuring, in M&A transactions, or for succession planning. The document must address specific UAE requirements including foreign ownership restrictions, regulatory approvals, and additional requirements if the company operates in a free zone. The agreement typically includes details about the shares being transferred, purchase price, payment terms, warranties, and completion requirements, while ensuring compliance with local corporate governance standards and shareholder rights.
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 details about the Company whose shares are being transferred

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

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

5. Completion: Details of when and how the transfer will be completed, including required actions and documentation

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

7. Buyer's Warranties: Warranties given by the buyer regarding authority and capacity to purchase

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

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

10. Confidentiality: Provisions regarding confidentiality of the transaction and company information

11. Notices: Process for giving formal notices under the agreement

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

Optional Sections

1. Tag Along Rights: Include when existing shareholders have rights to join in the sale

2. Drag Along Rights: Include when majority shareholders can force minorities to join the sale

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

4. Board Resignation: Include when the selling shareholder is also leaving their board position

5. Employee Matters: Include when the transfer affects employment relationships or employee share schemes

6. Tax Indemnity: Include when specific tax implications need to be addressed

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

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

Suggested Schedules

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

2. Details of the Sale Shares: Specific information about the shares being transferred including share certificate numbers

3. Completion Requirements: Checklist of all documents and actions required for completion

4. Warranties: Detailed warranties beyond those in the main agreement

5. Board Resolution: Copy of board resolution approving the transfer

6. Shareholders' Resolution: Copy of shareholders' resolution if required for the transfer

7. Share Certificates: Copies of existing and new share certificates

8. Regulatory Approvals: Copies of any required regulatory or government approvals

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

alex.den.21@genieai.co
Relevant legal definitions















































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Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Professional Services

Energy

Transportation

Construction

Hospitality

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Mergers & Acquisitions

Business Development

Executive Office

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Managing Director

Board Director

General Counsel

Finance Director

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

M&A Director

Business Development 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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