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Share Purchase Agreement Between Two Individuals

Share Purchase Agreement Between Two Individuals Template for Saudi Arabia

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Key Requirements PROMPT example:

Share Purchase Agreement Between Two Individuals

"I need a Share Purchase Agreement Between Two Individuals under Saudi law for the sale of 40% shareholding in a technology startup company, with completion planned for March 2025 and including specific warranties about intellectual property rights and customer contracts."

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Document background
A Share Purchase Agreement Between Two Individuals is a crucial legal document used in Saudi Arabia when one individual wishes to transfer ownership of company shares to another individual. This agreement must comply with Saudi Companies Law, Capital Market Authority regulations, and Shariah principles, making it distinct from similar agreements in other jurisdictions. The document is typically used for private company share transfers and includes detailed provisions covering the sale terms, warranties, regulatory compliance requirements, and completion mechanics. It must address specific Saudi Arabian legal requirements such as notarization procedures, Ministry of Commerce registrations, and any sector-specific regulatory approvals. The agreement serves as both a record of the transaction and a legally binding contract that protects both parties' interests while ensuring the transfer meets all local legal and regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller and Buyer with full legal names and contact details as required under Saudi law

2. Background: Context of the transaction, including description of the company whose shares are being transferred and the parties' current shareholdings

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion of the share transfer

6. Completion: Mechanics of closing the transaction, including timing, location, and actions required

7. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the company

8. Buyer's Warranties: Basic warranties from the buyer regarding capacity to purchase and compliance with laws

9. Tax Matters: Provisions dealing with tax liabilities and ZATCA requirements

10. Confidentiality: Obligations to keep the transaction and company information confidential

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

Optional Sections

1. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived

2. Regulatory Approvals: Required if the transfer needs specific regulatory approvals

3. Non-compete Provisions: Include if the seller is to be restricted from competing post-sale

4. Transitional Services: Include if the seller will provide ongoing services to the company

5. Break Fee: Include if parties agree to compensation for failure to complete

6. Earn-out Provisions: Include if part of the purchase price is contingent on future performance

7. Shariah Compliance Declaration: Include for explicit confirmation of Shariah compliance if required by parties

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, address, and current shareholding

2. The Shares: Detailed description of the shares being transferred including share certificates numbers

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties given by the seller regarding the company and its business

5. Company Accounts: Latest financial statements of the company

6. Property Schedule: Details of company's real estate assets if material to the transaction

7. Required Consents: List of third-party and regulatory consents required

8. Existing Encumbrances: Details of any existing charges or encumbrances on the shares

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business Day
Completion
Completion Date
Company
Confidential Information
Consideration
Encumbrance
Governmental Authority
Law
Ministry of Commerce
Purchase Price
Regulatory Approvals
SAMA
Saudi Arabian Law
Shares
Share Certificates
Seller's Warranties
Shariah
Tax
ZATCA
Material Adverse Change
Commercial Register
Articles of Association
Completion Requirements
Disclosure Letter
Due Diligence
Liabilities
Losses
Payment Date
Representatives
Transaction Documents
Transfer Instruments
Working Hours
Board of Directors
Corporate Documents
Intellectual Property Rights
Security Interest
Signing Date
Third Party Rights
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Amendments
Severability
Costs
Third Party Rights
Counterparts
Regulatory Compliance
Shariah Compliance
Anti-Money Laundering
Share Transfer Mechanics
Due Diligence
Representations
Termination
Waiver
Time of Essence
Announcements
Data Protection
Language
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Healthcare

Retail

Professional Services

Construction

Education

Hospitality

Transportation

Agriculture

Energy

Mining

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Tax

Executive Leadership

Corporate Secretariat

Business Development

Investment

Risk Management

Relevant Roles

Legal Counsel

Corporate Lawyer

General Counsel

Company Secretary

Chief Executive Officer

Chief Financial Officer

Financial Director

Business Development Manager

Investment Manager

Compliance Officer

Tax Manager

Corporate Governance Officer

Managing Director

Board Member

Finance Manager

Legal Associate

Transaction Manager

Industries
Saudi Companies Law (2015): Provides the primary legal framework for company operations and share transfers in Saudi Arabia, including requirements for share transfer documentation and registration
Capital Market Law (Royal Decree No. M/30): Regulates securities trading and ownership transfer, including provisions for private share transfers and documentation requirements
Anti-Money Laundering Law (Royal Decree No. M/20): Mandates compliance requirements for financial transactions, including documentation of source of funds and buyer verification
Civil Transactions Law: Governs general contract principles, including offer and acceptance, capacity to contract, and contractual obligations
Zakat, Tax and Customs Authority (ZATCA) Regulations: Outlines tax implications and requirements for share transfers, including capital gains tax considerations and documentation requirements
Saudi Arabian Monetary Authority (SAMA) Regulations: Provides guidelines for financial transactions and payment mechanisms in share transfer deals
Ministry of Commerce Regulations: Specifies requirements for updating commercial registrations and shareholder records following share transfers
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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