Partnership Sale Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Partnership Sale Agreement

"I need a Partnership Sale Agreement under Saudi law for the sale of a 40% interest in a manufacturing partnership to a foreign buyer, with completion planned for March 2025 and including specific provisions for technology transfer and employee retention."

Document background
The Partnership Sale Agreement is a crucial document used in Saudi Arabian business transactions when one or more partners wish to sell their interest in a partnership to other partners or third parties. This agreement is essential for documenting the terms and conditions of the partnership interest transfer while ensuring compliance with Saudi commercial law, including the Companies Law 2015 and relevant regulations. The document must adhere to Sharia principles and include specific provisions required by Saudi authorities. It covers vital elements such as purchase price, payment terms, warranties, conditions precedent, and completion requirements. The agreement is particularly important as it serves as the primary document for registering the transfer with relevant authorities and maintaining proper documentation for tax and regulatory purposes. It should be drafted with careful consideration of both local legal requirements and any specific industry regulations that may apply.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details as registered with relevant authorities

2. Background: Context of the partnership, its current structure, and the purpose of the sale

3. Definitions: Key terms used throughout the agreement, including Partnership Interest, Completion Date, and other relevant definitions

4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchase price

5. Purchase Price and Payment: Details of consideration, payment method, and timing in compliance with Sharia principles

6. Conditions Precedent: Prerequisites for completion including regulatory approvals and partner consents

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations regarding ownership, authority, and partnership status

9. Buyer's Warranties: Representations regarding capacity, authority, and compliance

10. Pre-Completion Obligations: Parties' obligations between signing and completion

11. Post-Completion Obligations: Requirements after closing including registrations and notifications

12. Confidentiality: Provisions for maintaining confidentiality of transaction and partnership information

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanism

15. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete with partnership

2. Employee Matters: Include when transfer affects employment relationships

3. Intellectual Property: Include when partnership owns significant IP assets

4. Tax Indemnity: Include when specific tax exposures need to be addressed

5. Transitional Services: Include when seller needs to provide post-completion support

6. Foreign Investment Provisions: Include when transaction involves foreign parties

7. Zakat Provisions: Include when specific Islamic tax matters need addressing

8. Partner Approval Process: Include when other partners have specific approval rights

Suggested Schedules

1. Partnership Information: Details of partnership structure, assets, and operations

2. Partnership Interest Details: Specific description of the interest being transferred

3. Purchase Price Calculation: Detailed breakdown of price calculation and adjustments

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

5. Required Consents: List of necessary third-party and regulatory approvals

6. Warranties: Detailed warranties and representations

7. Encumbrances: List of any existing claims or encumbrances on the partnership interest

8. Properties and Assets: Inventory of partnership assets included in sale

9. Existing Agreements: List of material contracts affecting the partnership

10. Form of Transfer Instruments: Templates for transfer documentation required by Saudi authorities

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

Professional Services

Real Estate

Manufacturing

Trading

Construction

Healthcare

Technology

Retail

Hospitality

Financial Services

Consulting

Agriculture

Transportation

Energy

Education

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Business Development

Risk Management

Operations

Strategy

Investment

Commercial

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Managing Partner

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Company Secretary

Compliance Officer

Finance Director

Partnership Manager

Commercial Director

Investment Manager

Business Owner

Managing Director

Operations Manager

Risk Manager

Board Member

Strategic Planning Director

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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