Stock Share Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Stock Share Agreement

"I need a Stock Share Agreement for the purchase of 25% shareholding in a Saudi technology company, with payment to be made in three installments over 6 months starting March 2025, including standard warranties and Sharia-compliant financing terms."

Document background

The Stock Share Agreement is a crucial legal instrument used in Saudi Arabia when transferring ownership of company shares between parties. This document is essential for both private and public companies operating under Saudi jurisdiction, requiring careful consideration of the Companies Law (Royal Decree No. M/3 of 2015), Capital Market Authority regulations, and Sharia compliance requirements. The agreement typically comes into play during corporate restructuring, investment transactions, or strategic partnerships, documenting the complete terms of the share transfer including price, warranties, and regulatory compliance measures. It serves as a comprehensive record of the transaction while providing protection for both parties through clearly defined rights, obligations, and remedies within the Saudi legal framework.

Suggested Sections

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

2. Background: Context of the transaction, including company details and purpose of the share transfer

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

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

5. Consideration: Payment terms, method, and timing of payment for the shares

6. Completion: Details of the completion process, timing, and deliverables

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Actions required before completion of the share transfer

10. Post-Completion Obligations: Actions required after the share transfer

11. Regulatory Compliance: Compliance with Saudi laws, CMA regulations, and Sharia principles

12. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information

13. Notices: Process for serving notices between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law governance and dispute resolution mechanisms

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

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority shares

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

3. Non-Competition: Include when seller should be restricted from competing post-sale

4. Management Provisions: Include when buyer is acquiring management rights with shares

5. Dividend Rights: Include when special dividend arrangements need to be documented

6. Share Pledge: Include when shares are being used as security for payment

7. Foreign Investment Provisions: Include when any party is non-Saudi

8. Zakat and Tax Provisions: Include when specific tax arrangements need to be documented

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and share class

2. Company Information: Key company details including registration, capital structure, and existing shareholders

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

4. Form of Share Transfer: Template for share transfer documentation required by Saudi authorities

5. Warranties: Detailed list of warranties given by seller regarding the company and shares

6. Board Resolutions: Required board approvals and resolutions

7. Regulatory Approvals: List of required regulatory approvals and status

8. Disclosure Letter: Seller's disclosures against warranties

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Banking

Investment

Professional Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Retail

Construction

Mining

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Investment

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Board Director

Managing Director

Finance Director

Corporate Governance Officer

Shareholder Relations Manager

Investment Banker

Due Diligence Officer

Business Development Manager

Risk Management Officer

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Authors

Alex Denne

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