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Conversion Agreement
"I need a Conversion Agreement to transform my Saudi limited liability company with 3 partners into a closed joint stock company by March 2025, including provisions for foreign ownership as one partner is from the UAE."
1. Parties: Identification of the converting entity, its current shareholders/partners, and any other relevant parties
2. Background: Current corporate structure, reason for conversion, and brief history of the entity
3. Definitions: Key terms used throughout the agreement, including regulatory references and technical terms
4. Current Entity Status: Detailed description of the current legal structure, ownership, and capital
5. Conversion Process: Step-by-step process of the conversion, including regulatory approvals and timeline
6. Post-Conversion Structure: Details of the new entity structure, ownership distribution, and capital arrangement
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their authority, compliance, and entity status
8. Assets and Liabilities Transfer: Provisions for the transfer of all assets, contracts, and liabilities to the new entity
9. Employee Matters: Arrangements for the transfer of employees and their rights to the new entity
10. Tax and Zakat Provisions: Handling of tax and Zakat obligations before and after conversion
11. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanisms
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Shareholder Agreements: Required when existing shareholder agreements need modification or new ones need to be established
2. Intellectual Property Rights: Needed when the converting entity owns significant IP assets that require special treatment
3. Real Estate Provisions: Required when the entity owns real estate assets that need special treatment during conversion
4. Foreign Investment Provisions: Necessary when the conversion involves foreign ownership or investment
5. Regulatory Compliance: Required for regulated industries requiring specific compliance measures
6. Debt Restructuring: Needed when the conversion involves significant debt arrangements
7. Business Continuity: Required when specific arrangements are needed to ensure uninterrupted business operations
1. Current Corporate Documents: Copies of existing commercial registration, articles of association, and licenses
2. New Constitutional Documents: Draft articles of association and other corporate documents for the new entity
3. Asset Schedule: Detailed list of all assets to be transferred
4. Contracts Schedule: List of all contracts to be transferred to the new entity
5. Employee Schedule: List of employees and their current terms of employment
6. Conversion Timeline: Detailed timeline of conversion steps and responsibilities
7. Required Governmental Approvals: List of all regulatory approvals needed for the conversion
8. Outstanding Liabilities: Schedule of all debts and liabilities to be transferred
9. Ownership Structure: Pre and post-conversion ownership details and capital distribution
Authors
Applicable Law
Articles of Association
Board
Business Day
Capital
Commercial Registration
Companies Law
Completion
Completion Date
Confidential Information
Consideration
Conversion
Converting Entity
Corporate Documents
Effective Date
Encumbrance
Existing Partners/Shareholders
Foreign Investment License
Governmental Authority
Implementation Plan
Intellectual Property Rights
Liabilities
Long Stop Date
Material Adverse Change
Ministry of Commerce
New Entity
Partners' Resolution
Post-Conversion Structure
Pre-Conversion Structure
Regulations
Related Party
Relevant Permits
Representatives
SAGIA
Saudi Arabian Monetary Authority
Shareholder Agreement
Signing Date
Subsidiaries
Tax
Transfer
Transition Period
Warranties
Zakat
Conversion Process
Consideration
Pre-Conversion Conditions
Completion Obligations
Post-Completion Obligations
Representations and Warranties
Asset Transfer
Liability Transfer
Employee Transfer
Regulatory Compliance
Corporate Governance
Confidentiality
Non-Competition
Tax and Zakat
Intellectual Property
Real Estate
Contract Novation
Business Continuity
Shareholder Rights
Capital Structure
Board Composition
Dispute Resolution
Force Majeure
Termination
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Costs and Expenses
Further Assurance
Manufacturing
Trading
Professional Services
Technology
Real Estate
Construction
Healthcare
Education
Retail
Financial Services
Tourism
Logistics
Energy
Mining
Legal
Finance
Corporate Governance
Compliance
Risk Management
Business Development
Operations
Human Resources
Corporate Affairs
Investment
Strategy
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Business Development Director
Compliance Officer
Corporate Governance Officer
Finance Director
Managing Director
Board Member
Company Secretary
Investment Manager
Risk Manager
Operations Director
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