Stock Distribution Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Stock Distribution Agreement

"I need a Stock Distribution Agreement governed by Saudi law for distributing 10,000 ordinary shares to 50 employees as part of our employee stock ownership program, with a 2-year lock-up period starting March 2025."

Document background
The Stock Distribution Agreement is a crucial document used in Saudi Arabian corporate transactions when a company needs to formally distribute its shares among shareholders, whether in the context of corporate restructuring, employee stock ownership programs, or other corporate actions. This agreement is particularly important in the Saudi Arabian context due to the specific requirements of the Companies Law, Capital Market Authority regulations, and Shariah compliance considerations. The document must carefully balance corporate objectives with regulatory compliance, including foreign ownership restrictions where applicable, and typically includes detailed provisions for share transfer mechanics, shareholder rights, and corporate governance requirements. It serves as the primary legal framework for executing stock distributions while ensuring adherence to all relevant Saudi Arabian legal and regulatory requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement including full legal names, addresses, and registration details

2. Background: Context of the agreement including the purpose of the stock distribution and relevant corporate history

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Stock Details: Description of the stocks being distributed including class, number, par value, and rights attached

5. Distribution Structure: Mechanics of how the stock distribution will be implemented

6. Consideration: Details of payment or other consideration for the stock distribution

7. Regulatory Compliance: Provisions ensuring compliance with Saudi law, CMA regulations, and Shariah principles

8. Representations and Warranties: Statements of fact and guarantees by each party

9. Conditions Precedent: Prerequisites that must be satisfied before the distribution takes effect

10. Completion Mechanics: Process and timing for completing the stock distribution

11. Post-Completion Obligations: Ongoing obligations of parties after the distribution is complete

12. Confidentiality: Provisions regarding confidential information and its protection

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

14. General Provisions: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Foreign Ownership Provisions: Required when any party is non-Saudi, addressing foreign investment restrictions and requirements

2. Tag-Along Rights: Optional protection for minority shareholders to join in any sale of shares

3. Drag-Along Rights: Optional provision allowing majority shareholders to force minorities to join in a sale

4. Lock-up Period: Optional restrictions on transfer of distributed shares for a specified period

5. Share Transfer Restrictions: Additional restrictions on future transfer of distributed shares

6. Shariah Compliance Certificate: Required when the agreement needs explicit Shariah compliance certification

7. Anti-dilution Provisions: Protection against future dilution of shareholding

8. Corporate Governance Rights: Special governance rights attached to distributed shares

Suggested Schedules

1. Schedule 1 - Stock Certificate Details: Copies or details of stock certificates being distributed

2. Schedule 2 - Shareholder Information: Details of all shareholders involved in the distribution

3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions approving the distribution

4. Schedule 4 - Regulatory Approvals: Copies of CMA and other regulatory approvals

5. Schedule 5 - Distribution Timeline: Detailed timeline for implementing the distribution

6. Schedule 6 - Completion Checklist: List of all documents and actions required for completion

7. Appendix A - Shareholding Structure: Pre and post-distribution shareholding structures

8. Appendix B - Share Rights: Detailed description of rights attached to different share classes

9. Appendix C - Form of Transfer Instruments: Template documents for executing the transfer

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

Investment Banking

Corporate Services

Legal Services

Manufacturing

Technology

Real Estate

Healthcare

Energy

Telecommunications

Retail

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Investor Relations

Treasury

Risk Management

Corporate Affairs

Board Secretariat

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Manager

Board Director

Shareholder Relations Manager

Financial Controller

Corporate Governance Officer

Risk Management Officer

Treasury Manager

Company Registrar

Strategic Planning Director

Investor Relations 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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