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A Stock Purchase Agreement lays out the terms and conditions when buying or selling shares in a Saudi company. It specifies the exact price per share, number of shares changing hands, and when the sale will close. Think of it as your roadmap for a smooth stock transaction, protecting both buyer and seller.

Under Saudi corporate law, these agreements must detail key elements like payment methods, representations and warranties, and any conditions that need to be met before closing. They're especially important in private company transactions, where shares aren't traded on Tadawul (the Saudi stock exchange), and help ensure compliance with Capital Market Authority regulations.

Use a Stock Purchase Agreement when buying or selling shares in a Saudi private company, especially for significant ownership transfers. This agreement becomes essential during mergers and acquisitions, investment rounds, or when selling part of your business to new shareholders.

The agreement proves particularly valuable when dealing with complex share transfers that involve multiple conditions, staged payments, or specific performance guarantees. It's crucial for transactions requiring Capital Market Authority approval, family business restructuring, or foreign investment deals under the Ministry of Investment regulations. Having this agreement in place helps prevent future disputes and ensures all parties understand their rights and obligations.

• Basic Share Purchase: Used for straightforward stock transfers in private Saudi companies, focusing on price, payment terms, and basic warranties
• Investment Round SPA: Includes detailed investor rights, board representation, and future funding provisions common in startup or growth-stage deals
• M&A Purchase Agreement: Contains comprehensive due diligence requirements, complex closing conditions, and post-closing adjustments for corporate acquisitions
• Family Business Transfer: Features succession planning elements, Shariah-compliant terms, and family governance provisions
• Foreign Investment SPA: Incorporates MISA compliance requirements, currency considerations, and cross-border transaction specifics

• Company Shareholders: As sellers or buyers of stock, they're the primary parties signing the Stock Purchase Agreement and bound by its terms
• Corporate Lawyers: Draft and review agreements to ensure compliance with Saudi company law and Capital Market Authority regulations
• Board Members: Often required to approve significant share transfers and execute agreements on behalf of the company
• Investment Bankers: Help structure deals and negotiate key terms, especially in larger transactions
• Regulatory Bodies: Including the Ministry of Commerce and CMA, who may need to approve certain share transfers

• Company Details: Gather accurate corporate information, including commercial registration number, share capital structure, and existing shareholder records
• Transaction Specifics: Document the exact number of shares, price per share, and payment terms agreed upon
• Regulatory Clearance: Check if Ministry of Commerce or CMA approval is needed based on transaction size and company type
• Due Diligence: Collect key financial statements, corporate documents, and any existing shareholder agreements
• Automated Generation: Use our platform to create a customized Stock Purchase Agreement that meets Saudi legal requirements and includes all essential elements

• Party Information: Full legal names, addresses, and commercial registration numbers of all buyers and sellers
• Share Details: Precise description of shares being sold, including class, number, and percentage of total share capital
• Purchase Price: Clear payment terms, method, and any earn-out or adjustment mechanisms
• Representations & Warranties: Statements about company status, share ownership, and compliance with Shariah principles
• Closing Conditions: Required regulatory approvals, timing, and specific actions needed to complete the transfer
• Governing Law: Explicit reference to Saudi law and appropriate dispute resolution mechanisms

A Stock Purchase Agreement differs significantly from an Asset Purchase Agreement in both scope and legal implications under Saudi law. While both facilitate business transactions, they serve distinct purposes and require different considerations.

• Transaction Object: Stock Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific business assets, equipment, or property
• Liability Transfer: Stock purchases automatically include all company liabilities, whereas asset purchases allow buyers to select specific assets without assuming all company obligations
• Regulatory Requirements: Stock transfers often need Capital Market Authority approval, while asset transfers typically require Ministry of Commerce oversight
• Documentation Complexity: Stock transfers involve share certificates and shareholder registers, while asset deals need detailed inventory lists and transfer documents for each asset