Business Buy Sell Agreement for United Arab Emirates

Business Buy Sell Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that facilitates the sale and purchase of a business, whether through asset or share transfer. This agreement template is structured to comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations, incorporating essential provisions for business transfers in the UAE market. It covers crucial aspects including purchase price, warranties, liabilities, employee transfers, regulatory compliance, and post-completion obligations, while addressing specific UAE requirements such as foreign ownership restrictions, commercial agency considerations, and new corporate tax implications.

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What is a Business Buy Sell Agreement?

The Business Buy Sell Agreement Template is a vital document for conducting business transfer transactions in the United Arab Emirates. It serves as a comprehensive framework for both asset and share sales, ensuring compliance with UAE Federal Law No. 32 of 2021 and other relevant legislation. This template is designed for use when a business owner wishes to sell their enterprise or when an entrepreneur or company aims to acquire an existing business in the UAE. The document encompasses crucial elements required by UAE law, including detailed provisions for purchase price determination, asset transfer protocols, liability allocations, employee considerations, and regulatory compliance requirements. It also addresses specific UAE market considerations such as foreign ownership restrictions, free zone regulations, and corporate tax implications, making it suitable for both local and international business transactions.

What sections should be included in a Business Buy Sell Agreement?

1. Parties: Identification of the Seller and Buyer with full legal names, addresses, and registration details as per UAE Commercial Registry

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including specific UAE legal terminology

4. Sale and Purchase: Core transaction terms including the assets/shares being sold and basic purchase commitment

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Seller's Warranties: Comprehensive warranties about the business, assets, and liabilities

10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability caps

12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

13. Confidentiality: Provisions for maintaining confidentiality of transaction and business information

14. Non-Competition: Non-compete restrictions on the seller as per UAE competition law

15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses adapted to UAE law requirements

What sections are optional to include in a Business Buy Sell Agreement?

1. Employee Matters: Required when employees are being transferred, addressing UAE Labor Law requirements

2. Intellectual Property: Needed when significant IP assets are involved in the sale

3. Real Estate: Required when the business includes property interests or leases

4. Environmental Matters: Necessary for businesses with environmental compliance obligations

5. Tax Covenant: Detailed tax provisions, particularly relevant with new UAE Corporate Tax Law

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

7. Foreign Investment Provisions: Required when transaction involves foreign buyers/sellers

8. Agency and Distribution: When business includes commercial agency relationships

9. Islamic Finance Compliance: When transaction involves Shariah-compliant financing

10. Free Zone Provisions: When business operates in UAE free zones

What schedules should be included in a Business Buy Sell Agreement?

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Properties Schedule: Details of owned and leased properties

4. Intellectual Property Schedule: List of all IP rights being transferred

5. Employee Schedule: List of employees and their key employment terms

6. Material Contracts Schedule: Key business contracts being transferred

7. Permits and Licenses Schedule: List of governmental permits and licenses

8. Completion Requirements Schedule: Detailed list of completion deliverables

9. Warranties Schedule: Detailed warranties and any disclosed exceptions

10. Purchase Price Adjustment Schedule: Detailed methodology for price adjustments

Authors

Alex Denne

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

Publisher

Genie AI

Document Type

Sales Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Real Estate

Hospitality

Trading

Construction

Healthcare

Education

Financial Services

Logistics

Media and Entertainment

Food and Beverage

E-commerce

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk & Compliance

Executive Leadership

Business Development

Corporate Strategy

Investment

Due Diligence

Corporate Secretarial

Tax Advisory

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Merger & Acquisition Manager

Company Director

Finance Director

Commercial Director

Investment Manager

Risk Manager

Compliance Officer

Company Secretary

Business Broker

Transaction Advisory 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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