Legal Templates
Membership Interest Purchase Agreement

Membership Interest Purchase Agreement for United Arab Emirates

Membership Interest Purchase Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that documents the sale and purchase of membership interests in a UAE limited liability company or other eligible business entity. The agreement details the terms and conditions of the transaction, including purchase price, representations and warranties, conditions precedent, and closing mechanics, while ensuring compliance with UAE Commercial Companies Law and other relevant regulations. It incorporates specific provisions required under UAE law, including those related to foreign ownership restrictions, regulatory approvals, and local corporate governance requirements.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Generate a Bespoke Document

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

Get our United Arab Emirates-compliant Membership Interest Purchase Agreement

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Membership Interest Purchase Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Membership Interest Purchase Agreement?

The Membership Interest Purchase Agreement is a crucial document used in UAE business transactions for transferring ownership interests in limited liability companies and other eligible business entities. It is essential when acquiring or divesting membership interests in UAE companies, whether wholly or partially. The agreement must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant UAE regulations, including foreign ownership restrictions and specific free zone requirements where applicable. The document typically includes detailed provisions on purchase price, payment terms, representations and warranties, conditions precedent, closing mechanics, and post-closing obligations. It is particularly important in the UAE context due to specific local requirements for company ownership transfers, regulatory approvals, and corporate governance structures.

What sections should be included in a Membership Interest Purchase Agreement?

1. Parties: Identification of Seller(s), Buyer(s), and the Company

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Key terms and rules of interpretation

4. Sale and Purchase: Core transaction terms and membership interests being transferred

5. Purchase Price: Consideration and payment terms

6. Conditions Precedent: Required conditions before closing, including regulatory approvals

7. Closing: Closing mechanics and deliverables

8. Seller's Representations and Warranties: Standard and UAE-specific warranties about the business and membership interests

9. Buyer's Representations and Warranties: Warranties about buyer's capacity and authority

10. Pre-Closing Covenants: Obligations between signing and closing

11. Tax Matters: Tax obligations and allocations

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Announcements: Rules for public communications about the transaction

14. Indemnification: Indemnity provisions and limitations of liability

15. Governing Law and Dispute Resolution: UAE law governance and dispute resolution mechanism

16. General Provisions: Standard boilerplate clauses

What sections are optional to include in a Membership Interest Purchase Agreement?

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for key employees are needed

3. Non-Competition: Include when seller restrictions are required post-closing

4. Transition Services: Include when seller will provide post-closing services

5. Escrow Arrangements: Include when part of purchase price is held in escrow

6. Post-Closing Covenants: Include when specific post-closing obligations are required

7. Break Fee: Include when termination fees are applicable

8. Anti-dilution Provisions: Include when protecting against future dilution is needed

What schedules should be included in a Membership Interest Purchase Agreement?

1. Membership Interest Details: Details of membership interests being transferred

2. Company Information: Corporate information, licenses, and permits

3. Financial Statements: Recent financial statements of the Company

4. Material Contracts: List and copies of material contracts

5. Real Property: Details of owned or leased real estate

6. Intellectual Property: List of IP rights and registrations

7. Employee Information: List of employees and employment terms

8. Pending Litigation: Details of ongoing legal proceedings

9. Required Consents: List of required third-party consents

10. Encumbrances: Details of any encumbrances on membership interests

11. Closing Deliverables: List of documents required at closing

12. Disclosure Schedule: Exceptions to representations and warranties

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

Linkedin in social icon imageX social icon image

Jurisdiction

United Arab Emirates

Publisher

Genie AI

Document Type

Purchase Agreement

Sector

Real Estate

Cost

Free to use
Relevant legal definitions
Agreement
Business Day
Buyer
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Disclosure Schedule
Dirham
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Guarantor
Intellectual Property
Laws
Liabilities
Material Adverse Change
Material Contracts
Membership Interest
Ministry of Economy
Notice
Parties
Permits
Purchase Price
Real Property
Related Party
Representatives
Seller
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Transfer
UAE
Working Capital
Economic Department
Foreign Direct Investment
Commercial License
Trade License
Commercial Register
Articles of Association
Memorandum of Association
Shareholders Resolution
Board Resolution
Escrow Account
Due Diligence
Warranties
Clauses
Parties and Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Adjustments
Representations and Warranties
Tax Matters
Indemnification
Non-Competition
Confidentiality
Regulatory Compliance
Foreign Ownership
Corporate Authority
Due Diligence
Employee Matters
Intellectual Property
Material Contracts
Real Property
Environmental Matters
Insurance
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Time of Essence
Announcements
Data Protection
Anti-corruption
Termination
Relevant Industries

Real Estate

Technology

Manufacturing

Healthcare

Retail

Hospitality

Professional Services

Construction

Trading

Financial Services

Energy

Telecommunications

Transportation & Logistics

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Business Development

Corporate Secretarial

Tax

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Head of Mergers & Acquisitions

Investment Director

Business Development Manager

Commercial Director

Financial Controller

Compliance Officer

Risk Manager

Managing Partner

Transaction Manager

Industries
Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for transfer of shares/membership interests, corporate governance, and shareholder rights
UAE Civil Code (Federal Law No. 5 of 1985): Provides the fundamental principles of contract law, including formation, validity, and enforcement of contracts
Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership restrictions in UAE companies
Federal Decree-Law No. 33 of 2021 (Commercial Registry Law): Governs the registration and documentation requirements for commercial transactions and ownership transfers
Federal Decree-Law No. 45 of 2021 (Protection of Personal Data): Relevant for handling personal data during due diligence and transaction documentation
Federal Decree-Law No. 7 of 2017 (Tax Procedures Law): Governs tax implications and procedures for business transfers and ownership changes
Federal Competition Law (Federal Law No. 4 of 2012): May be relevant if the transaction meets certain thresholds requiring competition authority approval
Relevant Free Zone Regulations: If the company is established in a free zone, specific regulations of that free zone regarding ownership transfer must be considered
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

Find the exact document you need

No matches found.

Agreement Of Sale Of Immovable Property

UAE property sale agreement template compliant with UAE Civil Code and emirate-specific property laws, governing the transfer of immovable property.

find out more

Agreement For Hire Purchase Of A Motor Vehicle

A UAE-governed agreement enabling the purchase of a motor vehicle through structured payments, with ownership transferring upon final payment.

find out more

Agreement For Advance Payment For Purchase Of House

UAE-governed agreement outlining terms and conditions for advance payment in residential property purchase, including escrow arrangements and payment structure.

find out more

Heavy Equipment Purchase Agreement

UAE-governed agreement for heavy equipment purchase, covering specifications, payment terms, and compliance with local commercial laws.

find out more

Shares Agreement

UAE-governed agreement for the sale and purchase of shares in a UAE company, including transfer terms, warranties, and regulatory compliance requirements.

find out more

Car Lease To Own Agreement

UAE-governed agreement establishing terms for vehicle leasing with an option to purchase, combining lease and purchase elements under UAE federal regulations.

find out more

Sell Agreement

A UAE law-governed agreement documenting the transfer of ownership from seller to buyer, detailing sale terms and conditions in compliance with UAE Federal Laws.

find out more

Equipment Purchase Contract

UAE-governed contract template for equipment purchase and sale, covering specifications, pricing, delivery, warranties, and compliance with UAE commercial laws.

find out more

Offer To Purchase Agreement

A UAE-law governed agreement documenting a buyer's formal offer to purchase property, including essential terms and conditions for the transaction.

find out more

Auto Purchase Agreement

UAE-governed agreement for vehicle sale and purchase, ensuring compliance with local automotive transaction laws and registration requirements.

find out more

Business Sale Contract

UAE-governed agreement for the sale and purchase of a business, covering all aspects of the transaction including assets, liabilities, and completion requirements.

find out more

Second Hand Car Purchase Agreement

UAE-governed agreement for used vehicle sales, ensuring legal compliance and protecting both buyer and seller interests under UAE law.

find out more

Public Offer Agreement

A UAE-governed agreement setting forth standardized terms and conditions for products or services offered to the general public, compliant with UAE Federal Laws.

find out more

Buyback Agreement

UAE-governed agreement establishing terms for the repurchase of assets, securities, or shares, ensuring compliance with UAE Federal Laws and regulations.

find out more

Sale Agreement For House

UAE-governed residential property sale agreement outlining terms and conditions for transferring house ownership from seller to buyer.

find out more

Lease Agreement With Option To Purchase

UAE-governed agreement combining property lease terms with a purchase option, compliant with federal and emirate-level real estate regulations.

find out more

Conditional Purchase Agreement

A UAE law-governed agreement establishing terms for a purchase transaction subject to specific conditions, structured according to UAE Civil and Commercial laws.

find out more

Artwork Purchase Agreement

UAE-governed agreement for the sale and purchase of artwork, detailing transaction terms and compliance with local art trade regulations.

find out more

Agreement For Advance Payment For Purchase Of Goods

UAE-governed agreement setting out terms for advance payment in goods purchase, including payment security and delivery obligations.

find out more

Advance Agreement For Land Purchase

UAE-governed agreement for advance purchase of land/property, setting out payment terms and completion requirements in accordance with UAE property laws.

find out more

Personal Property Purchase Agreement

UAE-compliant agreement for the sale and purchase of personal property, establishing terms of transfer and protecting both parties' interests.

find out more

Partnership Purchase Agreement

UAE-governed agreement for the sale and purchase of partnership interests, outlining transaction terms and regulatory compliance requirements.

find out more

Land Sell Agreement Form

UAE-governed agreement for legally transferring land ownership from seller to buyer, compliant with UAE Civil Code and emirate-specific property laws.

find out more

Dealer Purchase Agreement

UAE-governed agreement establishing terms between supplier/manufacturer and dealer for product distribution and resale within specified territory.

find out more

Cross Purchase Agreement

A UAE-governed agreement between business owners establishing terms for purchasing a departing owner's interest, compliant with UAE Federal Law.

find out more

Buy Tenancy Agreement

A UAE-governed agreement combining property sale and leaseback arrangements, detailing both purchase terms and subsequent tenancy conditions.

find out more

Truck Purchase Agreement

UAE-governed agreement for the sale and purchase of commercial trucks, including technical specifications, payment terms, and regulatory compliance requirements.

find out more

Wholesale Product Purchase Agreement

UAE-governed agreement establishing terms for wholesale product purchase and supply between commercial entities, including pricing, delivery, and quality standards.

find out more

As Is Real Estate Contract Form

UAE-compliant "As Is" Real Estate Contract Form for property sales where the buyer accepts the property in its current condition, incorporating all necessary local legal requirements.

find out more

Purchasers Agreement

A UAE law-governed agreement setting out terms and conditions for the purchase of goods or services, ensuring legal compliance and protecting both parties' interests.

find out more

Buy Sell Agreement Business

UAE-governed agreement for the sale and purchase of a business, detailing transfer terms and regulatory compliance requirements.

find out more

Private Party Purchase Agreement

A UAE law-governed agreement documenting the sale and purchase of goods or assets between private parties, outlining key terms and conditions of the transaction.

find out more

Real Estate Sales Contract Form

UAE-governed real estate sales agreement documenting property transfer terms and conditions, compliant with federal and emirate-specific regulations.

find out more

Sale And Purchase Agreement Spa

A UAE-compliant agreement governing the sale and purchase of assets, property, or shares, incorporating necessary local legal requirements and regulatory provisions.

find out more

Stock Buyout Agreement

UAE-governed agreement documenting share purchase terms and conditions between existing shareholders and buyers, compliant with UAE Commercial Companies Law.

find out more

Real Property Purchase Agreement

A UAE-governed agreement facilitating the legal transfer of real property ownership, incorporating local registration requirements and property regulations.

find out more

Flat Purchase Agreement

A UAE-law governed agreement for the sale and purchase of an apartment or flat, detailing property specifications, price, and transfer terms in compliance with RERA regulations.

find out more

Business Buyout Agreement

UAE-governed agreement detailing terms and conditions for the purchase and sale of a business, ensuring compliance with UAE Commercial Companies Law and related regulations.

find out more

Real Estate Offer And Acceptance Form

A UAE-compliant legal document that formalizes property purchase offers and acceptances, serving as the initial binding agreement in real estate transactions.

find out more

Real Estate Buyers Contract

UAE-governed agreement for real estate property purchase, detailing terms, conditions, and regulatory requirements for property transfer in the UAE.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are 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

Generate Legal Docs Free

Create your first 2 documents for free
You keep IP ownership of your information
Your data doesn't train Genie's AI
2 Docs LeftAccess Now
*No registration required