Assignment Of Shares Template for Saudi Arabia

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement for transferring 30% shareholding in my Saudi private limited company to a foreign investor, with completion scheduled for March 2025, including necessary foreign investment authority approvals and staged payment terms."

Document background
The Assignment of Shares agreement is a crucial document used in Saudi Arabia when transferring ownership of shares in a company from one party to another. This document is essential for both private and public companies, though additional requirements apply for listed companies under Capital Market Authority regulations. The agreement must comply with Saudi Companies Law, Ministry of Commerce requirements, and where applicable, foreign investment regulations. It typically includes detailed information about the shares being transferred, the parties involved, consideration, warranties, and completion requirements. The document becomes particularly important in corporate restructuring, merger and acquisition transactions, or when implementing changes in company ownership structure. Given Saudi Arabia's unique legal framework, which combines civil law principles with Sharia law, the Assignment of Shares agreement must be carefully structured to ensure enforceability and regulatory compliance.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses

2. Background: Context of the transaction, description of the Company, and current shareholding structure

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Encumbrances', etc.

4. Assignment: Core provision detailing the transfer of shares from Assignor to Assignee

5. Consideration: Details of the purchase price and payment terms for the shares

6. Completion: Timing and mechanics of the transfer, including conditions precedent and completion obligations

7. Assignor's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

8. Assignee's Warranties: Representations regarding authority to purchase and compliance with applicable laws

9. Company Matters: Provisions regarding corporate approvals, updates to company records, and notifications

10. Confidentiality: Obligations to keep the transaction and related information confidential

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction of Saudi courts

Optional Sections

1. Regulatory Approvals: Required when the transfer needs specific governmental or regulatory approvals, such as CMA approval for listed companies or SAGIA approval for foreign investors

2. Tax Provisions: Detailed tax-related provisions when there are specific tax implications or requirements for the transfer

3. Non-Competition: Restrictions on the Assignor's future activities, used when protecting company interests is crucial

4. Shareholders' Agreement Adherence: Required when there is an existing shareholders' agreement that the Assignee must join

5. Power of Attorney: Authorization for completing registration procedures, often used when parties need local representatives

6. Further Assurance: Additional cooperation obligations, particularly useful for complex transfers or when post-completion actions are needed

7. Pre-emptive Rights Waiver: Required when other shareholders have pre-emptive rights that need to be waived

Suggested Schedules

1. Share Details: Detailed description of the shares being transferred, including share numbers and certificates

2. Company Information: Key details about the Company, including registration number, address, and current shareholding structure

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Transfer Instrument: Template for the physical share transfer document required by Saudi authorities

5. Corporate Approvals: Copies of relevant board resolutions, shareholder resolutions, or other corporate approvals

6. Regulatory Forms: Required government forms and applications for recording the transfer

7. Consideration Calculation: Details of how the purchase price was calculated, if complex

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Healthcare

Retail

Energy

Construction

Professional Services

Transportation

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Shareholder Relations

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Finance Director

Investment Manager

Compliance Officer

Business Development Director

Corporate Governance Officer

Board Member

Managing Director

Shareholder Relations Manager

M&A Director

Investment Analyst

Risk Manager

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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