The Deed Of Assignment Of Shares Of Stocks is a crucial legal instrument used in Saudi Arabia when transferring ownership of shares between parties. This document is essential for documenting share transfers in compliance with Saudi Companies Law 2015 and related regulations. It is commonly used in various scenarios including corporate restructuring, investment transactions, and succession planning. The deed must meet specific formal requirements under Saudi law, including proper attestation and authentication. It contains detailed information about the parties, the shares being transferred, consideration, warranties, and completion mechanics. For listed companies, additional requirements from the Capital Market Authority must be incorporated. The document serves as official evidence of the transfer and is required for updating the company's share register and other official records with Saudi authorities.
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1. Parties: Identification of the Assignor(s) and Assignee(s) with full legal names and details as required under Saudi law
2. Background: Context of the share ownership and proposed transfer, including details of the Company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the deed
4. Interpretation: Rules for interpreting the deed, including references to laws, time, currency
5. Assignment: Core provision detailing the transfer of shares from Assignor to Assignee
6. Consideration: Details of the payment or other consideration for the share transfer
7. Completion: Mechanics and timing of the share transfer completion
8. Assignor's Warranties: Warranties regarding ownership, authority to transfer, and status of shares
9. Further Assurance: Obligation to execute further documents and take necessary steps to perfect the transfer
10. Notices: Process for serving notices under the deed
11. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
12. Execution: Formal execution blocks meeting Saudi legal requirements
1. Conditions Precedent: Include when the transfer is subject to regulatory approvals or other conditions
2. Tax Provisions: Include when specific tax arrangements or obligations need to be addressed
3. Foreign Investment Provisions: Include when either party is a foreign investor requiring compliance with foreign investment laws
4. Share Rights: Include when the shares carry special rights or restrictions that need to be acknowledged
5. Anti-dilution Provisions: Include when protection against future share dilution is required
6. Confidentiality: Include when specific confidentiality obligations are required beyond standard practice
7. Power of Attorney: Include when one party needs authority to execute documents on behalf of the other
1. Share Details: Schedule detailing the number, class, and distinctive numbers of shares being transferred
2. Company Information: Details of the Company whose shares are being transferred, including registration number and address
3. Regulatory Approvals: Copies or details of required regulatory approvals
4. Share Certificates: Copies of relevant share certificates
5. Board Resolutions: Copies of board resolutions approving the transfer
6. Powers of Attorney: If applicable, powers of attorney authorizing the transfer
7. Transfer Forms: Prescribed forms required by Saudi authorities for share transfer
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