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.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
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
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
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
Find the document you need
No items found.
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
