Business Buy Out Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Business Buy Out Agreement

"I need a Business Buy Out Agreement for the purchase of a Saudi manufacturing company, where a foreign corporate buyer is acquiring 100% of the shares from multiple local shareholders, with completion planned for March 2025."

Document background
The Business Buy Out Agreement is a crucial document used in Saudi Arabia when one party seeks to acquire another party's business, whether through an asset purchase or share transfer. This agreement is essential for transactions governed by Saudi law and must comply with various regulations including the Saudi Commercial Law, Companies Law, and where applicable, Foreign Investment Law. It typically includes detailed provisions for purchase price determination, payment terms, warranties, representations, regulatory approvals, and post-completion obligations. The document must be structured to address specific Saudi Arabian requirements such as commercial registration procedures, Ministry of Commerce approvals, and potential Competition Law implications. For foreign investors, additional considerations regarding foreign ownership restrictions and investment licenses must be incorporated. The agreement serves as the primary transaction document that outlines all terms and conditions of the business transfer while ensuring compliance with local legal requirements and business practices.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, commercial registration numbers, and authorized representatives

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

3. Definitions: Definitions of key terms used throughout the agreement, including specific Saudi legal and regulatory terms

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

5. Purchase Price and Payment: Detailed payment terms, including payment mechanism, currency, and any adjustments

6. Completion: Completion mechanics, timing, and deliverables required under Saudi law

7. Seller's Warranties: Warranties regarding business ownership, operations, compliance with Saudi laws, and financial status

8. Buyer's Warranties: Warranties regarding authority, capacity, and funding

9. Pre-Completion Obligations: Obligations of parties between signing and completion, including regulatory approvals

10. Post-Completion Obligations: Obligations after completion, including business transition and regulatory notifications

11. Employee Matters: Treatment of employees under Saudi Labor Law, including transfer provisions

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses adapted for Saudi law requirements

Optional Sections

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

2. Non-Competition: Restrictions on seller's future business activities, if applicable under Saudi law

3. Intellectual Property Transfer: Specific provisions for IP transfer where significant IP assets exist

4. Real Estate Matters: Specific provisions for transfer of real estate assets if included in sale

5. Environmental Matters: Environmental warranties and indemnities for businesses with environmental impacts

6. Tax Covenant: Detailed tax provisions where significant tax implications exist

7. Shariah Compliance: Additional provisions ensuring compliance with Shariah principles if required

8. Foreign Investment Provisions: Additional provisions when buyer is a foreign entity

9. Transitional Services: Provisions for post-completion services by seller if required

Suggested Schedules

1. Business Assets Schedule: Detailed list of assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Property Schedule: Details of real estate assets and leases

4. Intellectual Property Schedule: List of intellectual property rights being transferred

5. Employee Schedule: List of employees and their key employment terms

6. Material Contracts Schedule: List of key business contracts being transferred

7. Completion Deliverables: List of documents required at completion

8. Warranties Schedule: Detailed warranties and any agreed qualifications

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

10. Purchase Price Calculation: Detailed methodology for calculating final purchase price

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

Manufacturing

Retail

Technology

Professional Services

Construction

Healthcare

Hospitality

Financial Services

Real Estate

Transportation

Energy

Telecommunications

Education

Food and Beverage

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Compliance

Risk Management

Business Development

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Director

Investment Manager

Finance Director

Company Secretary

Compliance Officer

Commercial Director

Strategy Director

Mergers & Acquisitions Manager

Risk Manager

Board Member

Industries
Saudi Commercial Law (Royal Decree No. M/32): The primary legislation governing commercial transactions and business activities in Saudi Arabia, including provisions for business transfers and commercial contracts
Companies Law (Royal Decree No. M/3): Regulates company formations, transfers, and dissolutions, including specific provisions for buying and selling business entities
Competition Law (Royal Decree No. M/75): Controls anti-competitive practices and requires approval for certain business combinations that could affect market competition
Foreign Investment Law (Royal Decree No. M/1): Regulates foreign ownership of businesses and investments in Saudi Arabia, including restrictions and requirements for foreign buyers
Tax Law and Zakat Regulations: Governs tax implications of business transfers, including capital gains tax for foreign sellers and Zakat requirements for Saudi entities
Commercial Agencies Law (Royal Decree No. M/11): Regulates commercial agency arrangements and their transfer as part of business acquisitions
Labor Law (Royal Decree No. M/51): Governs employment relationships and workers' rights during business transfers, including provisions for protecting existing employment contracts
Anti-Money Laundering Law (Royal Decree No. M/20): Ensures compliance with financial transparency requirements in business transactions and transfers
Capital Market Law (Royal Decree No. M/30): Relevant for transactions involving listed companies or regulated financial institutions
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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