Buy Sell Agreement (Insurance) Template for Saudi Arabia

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Key Requirements PROMPT example:

Buy Sell Agreement (Insurance)

"Need to draft a Buy-Sell Agreement (Insurance) for a family-owned manufacturing business in Riyadh with three shareholders, requiring Shariah-compliant life and disability insurance coverage, to be effective from March 2025."

Document background
The Buy-Sell Agreement (Insurance) is a critical business succession planning tool used in Saudi Arabia to ensure smooth transition of business ownership upon specific trigger events. This document type is particularly important for businesses operating under Saudi jurisdiction where both commercial regulations and Islamic law principles must be observed. The agreement details how insurance policies will fund the purchase of business interests, typically when an owner dies, becomes disabled, or retires. It includes specific provisions required by Saudi insurance regulations, valuation methodologies, and payment terms that comply with Shariah principles. The document is essential for businesses seeking to establish clear succession plans while ensuring compliance with Saudi Central Bank (SAMA) requirements and the Law on Supervision of Cooperative Insurance Companies.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the insurer, business owners, and any other relevant parties

2. Background: Context of the agreement, including business overview and purpose of the buy-sell arrangement

3. Definitions: Key terms used throughout the agreement, including insurance-specific terminology and Sharia-compliant concepts

4. Purchase Obligations: Core obligations of parties to buy or sell their interests upon trigger events

5. Trigger Events: Specific events that activate the buy-sell provisions (death, disability, retirement, etc.)

6. Insurance Provisions: Details of insurance policies, coverage requirements, and premium responsibilities

7. Valuation Method: Agreed method for determining business value, including periodic review requirements

8. Payment Terms: Structure and timing of payments, ensuring Sharia compliance

9. Regulatory Compliance: Provisions ensuring compliance with Saudi insurance regulations and Sharia principles

10. Notices: Communication requirements and procedures between parties

11. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution procedures

12. Term and Termination: Duration of agreement and circumstances for termination

Optional Sections

1. Right of First Refusal: Optional provision giving certain parties priority rights to purchase before others - used when there are multiple owners

2. Disability Provisions: Detailed provisions for handling temporary or permanent disability - included when disability insurance is part of the arrangement

3. Cross-Purchase vs. Entity Purchase: Specific structure of purchase arrangement - included when flexibility in purchase structure is desired

4. Family Member Provisions: Special provisions for family member involvement - relevant for family businesses

5. Non-Competition Clauses: Restrictions on post-sale competition - included when protecting business interests is crucial

6. Tax Considerations: Specific tax planning provisions - included when tax optimization is a key concern

7. Shariah Board Approval: Requirements for Shariah board review and approval - included for explicitly Shariah-compliant structures

Suggested Schedules

1. Schedule 1 - Insurance Policy Details: Specific details of insurance policies, including coverage amounts and terms

2. Schedule 2 - Valuation Formula: Detailed methodology for business valuation

3. Schedule 3 - Current Business Valuation: Most recent agreed valuation of the business

4. Schedule 4 - Ownership Structure: Current ownership percentages and structure

5. Schedule 5 - Premium Payment Schedule: Details of insurance premium payments and responsibilities

6. Appendix A - Required Regulatory Forms: Forms required by Saudi regulators for insurance-related transactions

7. Appendix B - Shariah Compliance Certificate: Documentation of Shariah compliance review and approval

8. Appendix C - Death Benefits Distribution: Specification of how death benefits are to be distributed in accordance with Shariah law

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

Insurance

Financial Services

Professional Services

Family Business

Manufacturing

Retail

Healthcare

Technology

Real Estate

Construction

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Governance

Insurance Operations

Executive Leadership

Corporate Planning

Shariah Advisory

Corporate Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Owner

Managing Director

Insurance Manager

Risk Manager

Compliance Officer

Legal Counsel

Shariah Compliance Officer

Corporate Secretary

Finance Director

Business Succession Planner

Insurance Broker

Corporate Governance Officer

Industries
Law on Supervision of Cooperative Insurance Companies: Royal Decree No. M/32 dated 02/06/1424H - The primary legislation governing insurance operations in Saudi Arabia, establishing the framework for insurance activities and companies
Implementing Regulations of the Law on Supervision of Cooperative Insurance Companies: Detailed regulations issued by SAMA (Saudi Central Bank) specifying requirements for insurance operations, products, and documentation
Saudi Arabian Monetary Authority (SAMA) Insurance Corporate Governance Regulation: Regulations governing corporate governance practices in insurance companies, including requirements for contracts and agreements
Anti-Money Laundering Law: Royal Decree No. M/20 dated 5/2/1439H - Regulations concerning financial transactions and necessary due diligence procedures
Commercial Courts Law: Royal Decree No. M/93 dated 15/8/1441H - Governs commercial disputes and contractual relationships between businesses
Electronic Transactions Law: Royal Decree No. M/18 dated 8/3/1428H - Relevant for electronic contracts and digital signatures if the agreement is to be executed electronically
Sharia Principles: Islamic law principles that prohibit gharar (uncertainty), riba (interest), and require mutual consent in transactions
VAT Law: Royal Decree No. M/113 dated 2/11/1438H - Relevant for financial aspects of the transaction and tax implications
Competition Law: Royal Decree No. M/75 dated 29/6/1440H - Ensures fair competition and prevents monopolistic practices in business transactions
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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