The Company Share Transfer Agreement is a crucial document used in the UAE when transferring ownership of shares in a company from one party to another. It is essential for both private and public companies operating under UAE jurisdiction, whether in mainland UAE or free zones. The agreement must comply with Federal Commercial Companies Law (Federal Law No. 2 of 2015) and related regulations, including specific requirements for foreign ownership and economic substance. This document typically includes detailed provisions about the transfer price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's particularly important in the UAE context due to specific local requirements for company ownership, regulatory approvals, and documentation. The agreement serves as evidence of the transfer for regulatory authorities and protects both parties' interests by clearly defining their rights and obligations.
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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current ownership structure and reason for transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred
5. Purchase Price: Consideration for the shares and payment terms
6. Conditions Precedent: Prerequisites that must be fulfilled before completion, including regulatory approvals
7. Completion: Mechanics and timing of the transfer, including required actions and deliverables
8. Seller's Warranties: Representations about the shares, company, and seller's capacity to transfer
9. Buyer's Warranties: Representations about buyer's capacity and authority to purchase
10. Pre-Completion Obligations: Parties' obligations between signing and completion
11. Post-Completion Obligations: Actions required after the transfer, including regulatory filings
12. Confidentiality: Obligations regarding transaction and company information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Tag Along Rights: Include when existing shareholders should have the right to join the sale
2. Drag Along Rights: Include when majority shareholders should have the right to force minorities to join
3. Non-Competition: Include when seller should be restricted from competing post-sale
4. Tax Provisions: Include when there are specific tax implications or arrangements
5. Employee Matters: Include when transfer affects key employees or employment arrangements
6. Intellectual Property: Include when IP rights are significant to the transaction
7. Real Estate: Include when company owns significant real estate assets
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificate numbers
2. Company Information: Key company details, registration numbers, and current shareholding
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Company Accounts: Recent financial statements and management accounts
6. Property Schedule: Details of company's real estate assets if relevant
7. Intellectual Property Schedule: List of IP rights if relevant
8. Required Consents: List of third-party and regulatory consents required
9. Incumbency Certificate: Proof of authority of signatories
10. Board Resolutions: Company approval of the transfer
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