A Share Transfer Agreement is a crucial legal document used in the UAE when transferring ownership of shares in a company from one party to another. It is essential for both mainland UAE companies and free zone entities, requiring careful consideration of UAE Federal Commercial Companies Law, foreign ownership restrictions, and specific regulatory requirements. The document typically includes detailed provisions on share valuation, payment terms, warranties, representations, and completion mechanics. It must comply with UAE corporate law requirements, including necessary approvals from relevant authorities and documentation requirements for company registrars. This agreement is particularly important given the UAE's strict regulatory environment and the need to ensure proper documentation for corporate ownership changes.
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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: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Consideration amount, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics and requirements for completing the transfer
9. Seller Warranties: Warranties regarding the shares, company, and seller's capacity
10. Buyer Warranties: Warranties regarding buyer's capacity and funding
11. Tax Matters: Tax-related provisions and allocations
12. Confidentiality: Provisions regarding confidential information and announcements
13. Notices: Process and requirements for formal notices between parties
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when transfer affects key employees or employment arrangements
3. Non-Competition: Include when seller needs to be restricted from competing
4. Transitional Services: Include when seller will provide services post-completion
5. Intellectual Property: Include when IP rights transfer is significant to the transaction
6. Real Estate: Include when company owns significant real estate assets
7. Bank Accounts and Finance: Include when specific arrangements needed for banking relationships
8. Anti-corruption Compliance: Include for high-value or cross-border transactions
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Details of the Sale Shares: Specific details of shares being transferred
3. Purchase Price Calculation: Detailed calculation methodology and adjustments
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Detailed warranties and any limitations
6. Properties: Details of company's real estate assets
7. Intellectual Property Rights: List of IP owned or licensed by the company
8. Material Contracts: List of key contracts affecting the business
9. Required Consents: List of third-party and regulatory consents required
10. Form of Transfer Instruments: Template share transfer forms and other required documents
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Deposit
Disclosed Documents
Encumbrance
Economic Substance Regulations
Federal Companies Law
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Ministry of Economy
Notice
Purchase Price
Related Party
Regulatory Approvals
Sale Shares
Seller
Share Capital
Shareholders Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Transfer Instrument
UAE
UAE Commercial Register
Warranties
Working Hours
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Deposit
Disclosed Documents
Encumbrance
Economic Substance Regulations
Federal Companies Law
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Ministry of Economy
Notice
Purchase Price
Related Party
Regulatory Approvals
Sale Shares
Seller
Share Capital
Shareholders Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Transfer Instrument
UAE
UAE Commercial Register
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Representations
Tax Covenants
Indemnification
Confidentiality
Non-competition
Non-solicitation
Power of Attorney
Further Assurance
Assignment
Notices
Costs
Announcements
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Language
Counterparts
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Representations
Tax Covenants
Indemnification
Confidentiality
Non-competition
Non-solicitation
Power of Attorney
Further Assurance
Assignment
Notices
Costs
Announcements
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Language
Counterparts
Relevant Industries
Financial Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Professional Services
Energy
Construction
Telecommunications
Hospitality
Transportation
Education
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Executive Management
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Mergers & Acquisitions Director
Compliance Officer
Corporate Governance Manager
Business Development Director
Finance Director
Company Director
General Counsel
Transaction Manager
Risk Manager
Board Member
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