Transfer Of Shares Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Transfer Of Shares Agreement

"I need a Transfer of Shares Agreement for the sale of 40% shareholding in a Saudi private limited company in the technology sector, with completion scheduled for March 2025 and payment to be made in a single installment."

Document background
The Transfer of Shares Agreement is a crucial legal document used in Saudi Arabia when ownership of company shares needs to be transferred between parties. It is essential for various business transactions, including partial or complete business sales, corporate restructuring, and investment deals. The agreement must comply with the Saudi Companies Law, Capital Market Authority regulations (for listed companies), and Sharia principles. It typically includes detailed provisions about the transfer price, payment terms, warranties, and various conditions precedent, particularly regarding regulatory approvals. The document is especially important given Saudi Arabia's complex regulatory environment and the need for specific approvals for certain types of transfers, particularly those involving foreign investors. This agreement serves as both a legal record of the transaction and a roadmap for its execution, ensuring all necessary steps are properly documented and completed.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, addresses, and commercial registration details as required under Saudi law

2. Background: Context of the transaction, including details about the Company whose shares are being transferred and the current ownership structure

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, percentage of ownership being transferred, and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing

6. Conditions Precedent: Prerequisites to completion, including necessary regulatory approvals and corporate authorizations

7. Completion: Mechanics of transfer completion, including timing, location, and actions required by each party

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

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

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Dispute Resolution: Specification of Saudi law as governing law and dispute resolution mechanisms

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

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when seller is an individual or operating in the same industry

2. Board Resignation: Terms for resignation of seller's board representatives - include when seller has board representation

3. Transitional Services: Arrangements for post-completion services by seller - include when seller has been actively involved in management

4. Foreign Investment Provisions: Additional provisions required for foreign investors - include when buyer is non-Saudi

5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

6. Employee Matters: Provisions regarding key employees - include when there are important personnel considerations

Suggested Schedules

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

2. Company Information: Key company details including registration number, address, and current shareholding structure

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

4. Completion Requirements: Detailed list of documents and actions required for completion

5. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

6. Regulatory Approvals: List and copies of required regulatory approvals

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

8. Existing Encumbrances: Details of any existing encumbrances on the shares being transferred

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

Energy

Transportation

Construction

Professional Services

Education

Telecommunications

Hospitality

Agriculture

Mining

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment

Risk Management

Corporate Governance

Board Secretariat

Mergers and Acquisitions

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Compliance Officer

Managing Director

Board Member

Shareholder Relations Manager

Business Development Director

General Counsel

Corporate Governance Officer

Finance Manager

Investment Banker

Due Diligence Officer

Risk Manager

Transaction Advisory 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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