Purchase Price Agreement Template for the United Arab Emirates

A Purchase Price Agreement is a legally binding contract that governs the sale and purchase of assets, shares, or businesses in the United Arab Emirates. Under UAE law, this document must comply with Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Transactions Law), ensuring your transaction meets all regulatory requirements and protects both parties' interests throughout the purchase process.

When do you need this document?

You need a Purchase Price Agreement whenever you're buying or selling business assets, company shares, or entire enterprises in the UAE. This includes mergers and acquisitions, private equity transactions, asset purchases between companies, and share transfers in UAE corporations. The document is also essential for cross-border transactions where one party is UAE-based or the transaction falls under UAE jurisdiction. Real estate developers, investors, and business owners regularly use these agreements to formalize purchase terms and ensure compliance with UAE commercial law.

Key legal considerations

Your Purchase Price Agreement must include precise identification of all parties with their UAE registration details, complete description of assets or shares being purchased, and detailed purchase price calculations including any adjustments. Payment terms should specify the currency, payment schedule, and any escrow arrangements required under UAE banking regulations. The document must address conditions precedent such as regulatory approvals, due diligence completion, and third-party consents. Warranties and representations sections protect both parties by defining liability for misrepresentations or undisclosed issues. Include termination clauses that comply with UAE contract law and specify dispute resolution mechanisms, preferably through UAE courts or arbitration centers.

Legal requirements in United Arab Emirates

UAE law requires Purchase Price Agreements to be executed in accordance with Federal Law No. 5 of 1985, which governs contract formation and validity. If the transaction involves UAE company shares, you must comply with Federal Law No. 32 of 2021 (Commercial Companies Law) regarding share transfer procedures and regulatory notifications. Consumer transactions must adhere to Federal Law No. 15 of 2020 (Consumer Protection Law) for transparency in pricing and terms. The agreement should be drafted in Arabic or include certified Arabic translations for certain regulatory filings. Large transactions may require approval from UAE competition authorities under Federal Law No. 4 of 2012. Ensure proper notarization and registration with relevant UAE authorities, including the Department of Economic Development for business transactions and the Securities and Commodities Authority for listed company shares.