��������Ƶ

A Share Purchase Agreement spells out how one party will buy shares from another in a Saudi company. It's the key legal contract that covers everything from the price per share to when the money changes hands. Under Saudi Arabia's Companies Law and Capital Market Authority rules, this agreement protects both buyers and sellers by putting all the important details in writing.

Beyond just stating the price, these agreements typically include vital protections like warranties about the company's condition, any conditions that must be met before closing, and how to handle disputes under Saudi commercial law. They're especially important for foreign investors buying into local companies, as they need to comply with both the Foreign Investment Law and Shariah principles.

Use a Share Purchase Agreement any time you're buying or selling shares in a Saudi company, especially for significant ownership transfers. This contract becomes essential when acquiring minority stakes, making strategic investments, or during complete buyouts. It's particularly crucial when dealing with family businesses transitioning ownership or when foreign investors enter the local market.

The timing matters most before any money changes hands or shares transfer. Getting this agreement in place early helps navigate Saudi Arabia's regulatory requirements, from CMA approvals to SAGIA permits for foreign investors. It also prevents costly disputes by documenting key terms like valuation methods, payment schedules, and shareholder rights under Saudi commercial law.

• Shareholder Purchase Agreement: Standard version for direct share transfers between existing shareholders, commonly used in family businesses and closely-held companies
• Share Sell Agreement: Simplified format for straightforward share sales, often used in smaller transactions with minimal conditions
• Stock Option Purchase Agreement: Specialized version for employee stock option programs, following CMA regulations for listed companies
• Restricted Share Purchase Agreement: Contains additional transfer restrictions and vesting conditions, common in startup investments and executive compensation packages

• Company Sellers: Current shareholders selling their stakes, from family business owners to institutional investors divesting their holdings
• Share Buyers: New investors, strategic partners, or existing shareholders increasing their ownership under Saudi investment laws
• Corporate Lawyers: Draft and review agreements to ensure compliance with CMA regulations and Shariah principles
• Company Directors: Review and approve share transfers, especially in closely-held companies with transfer restrictions
• Financial Advisors: Structure deals and determine fair valuations according to Saudi market standards
• Government Regulators: Monitor transactions for compliance, particularly when foreign investors are involved

• Company Details: Gather accurate corporate information, including commercial registration numbers and current shareholding structure
• Share Information: Document the exact number, class, and value of shares being transferred
• Regulatory Clearance: Check if CMA or SAGIA approvals are needed, especially for foreign investors
• Payment Terms: Define clear payment schedules, including any earn-outs or installment arrangements
• Due Diligence: Review company financial statements, legal documents, and existing shareholder agreements
• Automated Drafting: Use our platform to generate a customized agreement that includes all required elements under Saudi law
• Internal Review: Have key stakeholders verify all terms before finalizing

• Party Details: Full legal names, addresses, and registration numbers of buyers and sellers under Saudi law
• Share Description: Precise details of shares being transferred, including class, quantity, and nominal value
• Purchase Price: Clear payment terms, including any Shariah-compliant financing arrangements
• Warranties: Seller guarantees about company status, share ownership, and absence of encumbrances
• Conditions Precedent: Required regulatory approvals from CMA or SAGIA
• Governing Law: Explicit reference to Saudi law and Shariah compliance
• Dispute Resolution: Saudi court jurisdiction or approved arbitration procedures
• Signing Requirements: Space for signatures, witnesses, and company seals as required by Saudi commercial law

While Share Purchase Agreements and Asset Purchase Agreements might seem similar, they serve distinct purposes in Saudi business transactions. A Share Purchase Agreement transfers company ownership through share sales, while an Asset Purchase Agreement deals with specific company assets or properties.

• Transaction Scope: Share Purchase Agreements transfer ownership stakes and associated rights, while Asset Purchase Agreements only convey specific assets without changing company ownership
• Liability Transfer: Share deals automatically transfer company liabilities to new owners, while asset purchases can limit buyer exposure to specific acquired items
• Regulatory Requirements: Share transfers need CMA approval and may require SAGIA permits for foreign investors; asset sales follow different Ministry of Commerce procedures
• Documentation Needs: Share transfers require updated commercial registration and shareholders' records; asset deals need detailed inventory lists and property transfer documents