Share Purchase Agreement for Qatar

Share Purchase Agreement Template for Qatar

A comprehensive legal agreement governed by Qatar law that documents the terms and conditions for the purchase and sale of shares in a company. This document details the complete transaction structure, including purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It incorporates specific requirements under Qatar's Commercial Companies Law and Foreign Investment Law, particularly regarding share transfer restrictions, foreign ownership limits, and local registration requirements. The agreement includes provisions for regulatory compliance, due diligence findings, and post-completion obligations, while addressing specific Qatar market considerations and commercial practices.

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What is a Share Purchase Agreement?

The Share Purchase Agreement (SPA) is a fundamental transaction document used in Qatar for the transfer of company ownership through share sales. It is essential for both private and public company transactions, subject to Qatar's Commercial Companies Law No. 11 of 2015 and related regulations. This document is typically used when a party wishes to acquire partial or full ownership of a company through share acquisition, rather than asset purchase. The agreement must comply with Qatar's specific requirements regarding share transfers, including foreign ownership restrictions, commercial registration procedures, and necessary governmental approvals. It contains detailed provisions covering purchase price mechanisms, warranties, indemnities, conditions precedent, and completion requirements, tailored to Qatar's legal framework while following international best practices in M&A transactions.

What sections should be included in a Share Purchase Agreement?

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's representations and warranties about the company and shares

10. Limitations on Liability: Restrictions on warranty claims and general liability caps

11. Tax Covenants: Tax-related promises and indemnities

12. Confidentiality: Obligations regarding transaction and company information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Governing Law and Jurisdiction: Qatar law as governing law and approach to dispute resolution

What sections are optional to include in a Share Purchase Agreement?

1. Non-Competition: Restrictions on seller's future competitive activities - relevant when seller is an individual or operating shareholder

2. Employee Matters: Specific provisions dealing with key employees - relevant when management or key staff retention is critical

3. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes contingent elements

4. Break Fee: Compensation if deal fails - relevant for larger transactions or where significant costs involved

5. Foreign Investment Provisions: Special provisions required when buyer is non-Qatari - needed for foreign buyers

6. Regulatory Compliance: Additional provisions for regulated industries - needed for regulated sectors like financial services

7. Intellectual Property Rights: Specific IP-related provisions - relevant for technology or brand-focused companies

8. Real Estate Matters: Special provisions for company-owned property - relevant when real estate is material asset

What schedules should be included in a Share Purchase Agreement?

1. Details of the Company: Corporate information, share capital, and shareholders

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of seller's warranties about the company and business

5. Properties: Details of real estate owned or leased by the company

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Material Contracts: Summary of key commercial agreements

8. Employees: Details of key employees and employment terms

9. Tax Covenant: Detailed tax indemnity provisions

10. Completion Accounts: Format and preparation requirements for completion accounts

11. Data Room Index: List of due diligence documents provided

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

Jurisdiction

Qatar

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Energy

Construction

Telecommunications

Professional Services

Hospitality

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Strategy

Corporate Secretariat

Investment

Business Development

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Finance Director

Investment Manager

Compliance Officer

Due Diligence Officer

Corporate Development Manager

Risk Manager

Business Development Director

Commercial Director

Strategy Manager

Board Member

Managing Director

Industries
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

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