Sales Of Shares Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales of Shares Agreement under Saudi law for the sale of 60% shareholding in a manufacturing company to a foreign investor, with completion scheduled for March 2025 and including necessary MISA approval requirements."

Document background
The Sales Of Shares Agreement is a crucial document used in Saudi Arabia when transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though different regulations apply to each. The document must comply with Saudi Companies Law 2015, Capital Market Authority regulations, and Sharia principles. It typically includes detailed provisions about the sale price, payment terms, warranties, representations, and conditions precedent to completion. The agreement is particularly important in the Saudi context due to specific requirements regarding foreign ownership restrictions, regulatory approvals, and corporate governance requirements. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers, and must be structured to accommodate both local and international business practices while maintaining compliance with Saudi legal requirements.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and details

2. Background: Context of the transaction, description of the target company and shares being sold

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and sale commitment

5. Purchase Price: Amount, currency, and payment terms for the shares

6. Completion: Process, timing, and requirements for closing the transaction

7. Seller's Warranties: Standard warranties about share ownership, company status, and business conditions

8. Buyer's Warranties: Warranties about buyer's capacity and authority to purchase

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

10. Confidentiality: Obligations regarding transaction and company information confidentiality

11. Announcements: Rules for public statements about the transaction

12. Notices: Process and details for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Saudi law and relevant courts/tribunal

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Regulatory Approvals: Required when transaction needs approval from Saudi authorities (e.g., SAGIA for foreign investors)

2. Post-Completion Covenants: Used when parties need ongoing obligations after completion

3. Non-Competition: Required when seller needs to be restricted from competing post-sale

4. Tax Indemnity: Important when specific tax risks need to be allocated between parties

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

6. Break Fee: Included when parties want to specify compensation for transaction failure

7. Employee Matters: Required when transaction impacts key employees or management

8. Shareholder Rights: Needed for partial share sales where seller retains some ownership

9. Islamic Finance Compliance: Required when transaction involves Islamic financing structures

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, capital structure

2. Details of the Shares: Specific information about shares being transferred including share certificates

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

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

5. Warranties: Detailed warranties and any agreed qualifications or disclosures

6. Properties: List and details of company's real estate assets

7. Material Contracts: Summary of key contracts affecting company value

8. Intellectual Property: List of IP rights owned or used by the company

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

10. Form of Transfer Instruments: Templates for share transfer forms and other required documents

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

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Transportation

Telecommunications

Professional Services

Construction

Mining

Agriculture

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Strategy

Business Development

Executive Leadership

Investment

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Mergers & Acquisitions Manager

Financial Controller

Board Director

Compliance Officer

Risk Manager

Corporate Development Manager

Investment Banker

Business Development Director

Strategy Manager

General Counsel

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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