Shareholder Buy Sell Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"I need a Shareholder Buy Sell Agreement for a family-owned manufacturing company in Saudi Arabia with 5 shareholders, including provisions for succession planning and Shariah-compliant life insurance funding to be implemented by March 2025."

Document background
The Shareholder Buy Sell Agreement serves as a critical governance document for companies operating in Saudi Arabia, providing a structured framework for managing ownership transitions. This agreement becomes essential when multiple shareholders are involved in a business, whether in family-owned companies, professional services firms, or larger corporations. It addresses various scenarios including death, disability, retirement, or voluntary exit of shareholders, establishing clear procedures for share valuation and transfer while ensuring compliance with Saudi Arabian regulations and Shariah principles. The document typically includes provisions for right of first refusal, funding mechanisms, and dispute resolution, all tailored to meet local legal requirements and business practices.
Suggested Sections

1. Parties: Identifies all shareholders and the company, including their full legal names, addresses, and registration details

2. Background: Sets out the context of the agreement, company ownership structure, and purpose of the buy-sell arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Transfer Restrictions: Establishes general restrictions on share transfers and requirements for compliance with Shariah principles

5. Triggering Events: Defines events that trigger the buy-sell provisions (death, disability, retirement, termination of employment, etc.)

6. Valuation Mechanism: Specifies the method for determining share value, including appointment of valuers and timing

7. Purchase Price and Payment Terms: Details the calculation of purchase price and acceptable payment methods under Shariah principles

8. Right of First Refusal: Procedures for offering shares to existing shareholders before third parties

9. Purchase and Sale Procedures: Step-by-step process for executing share transfers once triggered

10. Funding Mechanisms: Approved methods for funding purchases, including Shariah-compliant insurance or reserve funds

11. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority

12. Governing Law and Dispute Resolution: Specifies Saudi law application and dispute resolution procedures

13. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholder protection is desired, giving them the right to join in sales to third parties

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Special Provisions for Family Members: Include when the company is family-owned and requires specific succession planning

4. Foreign Ownership Provisions: Include when any shareholders are non-Saudi nationals, addressing specific regulatory requirements

5. Shariah Board: Include when parties want ongoing Shariah compliance monitoring

6. Management Provisions: Include when share ownership is tied to management positions or employment

7. Put and Call Options: Include when shareholders want specific rights to force purchase or sale under certain conditions

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Details of current shareholders and their respective shareholdings

2. Schedule 2 - Share Valuation Formula: Detailed methodology for calculating share value

3. Schedule 3 - Transfer Notice Form: Standard form for initiating share transfers

4. Schedule 4 - Deed of Adherence: Template for new shareholders to become bound by the agreement

5. Schedule 5 - Life Insurance Details: Information about Shariah-compliant life insurance policies funding purchase obligations

6. Appendix A - Corporate Documents: Copies of relevant corporate documents including Commercial Registration

7. Appendix B - Shariah Compliance Certificate: Certification of agreement's compliance with Shariah principles

8. Appendix C - Regulatory Approvals: Copies of required regulatory approvals and permits

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

Professional Services

Family Businesses

Construction

Trading

Hospitality

Industrial

Telecommunications

Education

Transportation

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Board Secretariat

Corporate Affairs

Investment

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Member

Managing Director

Shareholder

Business Owner

Corporate Governance Officer

Compliance Officer

Finance Director

General Counsel

Investment Manager

Risk Manager

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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