Shareholder Transfer Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholder Transfer Agreement

"I need a Shareholder Transfer Agreement under Saudi law for the sale of 25% shareholding in a manufacturing company to a foreign investor, with completion scheduled for March 2025, including necessary foreign investment compliance provisions and Competition Authority approvals."

Document background
The Shareholder Transfer Agreement is a crucial document used when implementing ownership changes in Saudi Arabian companies. It becomes necessary when existing shareholders wish to sell their shares or when new investors are entering the company's ownership structure. The agreement must comply with the Saudi Companies Law, Capital Market Authority regulations (if applicable), and Sharia principles, while also addressing any foreign investment restrictions if relevant. This document typically includes detailed information about the transfer price, payment terms, warranties, regulatory approvals, and completion mechanics. It's particularly important in the Saudi context due to specific local requirements for share transfers, including Ministry of Commerce approvals and proper documentation of ownership changes. The agreement serves as both a legal record of the transaction and a protective mechanism for all parties involved, ensuring that the transfer meets all regulatory requirements while preserving the rights of both transferor and transferee.
Suggested Sections

1. Parties: Identification of the Transferor, Transferee, and the Company, including full legal names and registration details

2. Background: Context of the transfer, current shareholding structure, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology

4. Sale and Transfer of Shares: Details of the shares being transferred, including number, class, and percentage of total share capital

5. Consideration: Purchase price, payment terms, and method of payment in compliance with Sharia principles

6. Completion: Timing and mechanics of the transfer, including conditions precedent and completion obligations

7. Transferor's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

8. Transferee's Warranties: Representations regarding authority to purchase and compliance with relevant laws

9. Company Related Warranties: Representations regarding the company's status, operations, and financial condition

10. Regulatory Compliance: Obligations to comply with Saudi laws, including Ministry of Commerce requirements

11. Confidentiality: Obligations to maintain confidentiality of the transaction and company information

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

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

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are to have rights to join in the sale on similar terms

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

3. Foreign Ownership Compliance: Required when the transfer involves foreign shareholders or affects foreign ownership limits

4. Competition Approval: Include when the transfer requires competition authority approval due to size or market impact

5. Shareholder Approval: Include when specific shareholder approvals are required beyond the transferring parties

6. Board Approval: Include when board approval is required for the transfer

7. Non-Compete Provisions: Include when the transferor needs to be restricted from competing post-transfer

8. Tax Indemnity: Include specific tax-related warranties and indemnities when significant tax implications exist

Suggested Schedules

1. Share Details: Detailed description of the shares being transferred, including share certificates numbers and dates

2. Consideration Calculation: Detailed breakdown of the purchase price calculation and any adjustments

3. Company Information: Key company details including registration information, licenses, and material contracts

4. Existing Shareholder Rights: Summary of any existing shareholder rights or restrictions affecting the transfer

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

6. Completion Obligations: Detailed list of actions and documents required for completion

7. Form of Transfer Instruments: Templates of share transfer forms and other required documentation

8. Disclosure Letter: Disclosures against the warranties given in the agreement

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

Real Estate

Technology

Healthcare

Retail

Professional Services

Construction

Energy

Telecommunications

Education

Transportation

Mining

Agriculture

Hospitality

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Corporate Affairs

Investment

Risk Management

Corporate Secretariat

Business Development

Shareholder Relations

Executive Leadership

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Director

Managing Director

Board Member

Shareholder Relations Manager

Corporate Governance Officer

Finance Manager

Business Development Director

Risk Manager

Company Registrar

General Counsel

Transaction Manager

Investment Analyst

Corporate Affairs 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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