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A Share Purchase Agreement is the key legal contract used when buying or selling company shares in the UAE. It maps out exactly how much you'll pay for the shares, when the ownership transfers, and what promises both sides are making about the deal. For UAE companies, these agreements must follow Federal Law No. 2 of 2015 (Commercial Companies Law).

The agreement protects both buyers and sellers by spelling out important details like payment terms, warranties about the company's condition, and what happens if someone breaks the deal. It also includes any conditions that need to be met before closing, such as getting government approvals or settling outstanding debts - particularly important under UAE commercial regulations.

Use a Share Purchase Agreement anytime you're buying or selling shares in a UAE company - even for small ownership transfers between family members. This legal safeguard becomes essential when dealing with significant share transfers, company restructuring, or bringing new investors into your business.

The agreement is particularly important when selling to international investors under UAE foreign ownership rules, during mergers and acquisitions, or in complex transactions involving multiple shareholders. Having this agreement in place helps prevent future disputes by clearly documenting the price, payment terms, and both parties' obligations under UAE commercial law.

• Shareholder Purchase Agreement: The standard form used for direct share transfers between existing shareholders, covering basic terms and conditions
• Stock Option Purchase Agreement: Specifically designed for employee stock option programs, outlining vesting schedules and exercise terms
• Share Subscription And Shareholders Agreement: Combines purchase terms with ongoing shareholder rights and obligations
• Stock Buy Back Agreement: Used when a company repurchases its own shares from shareholders
• Restricted Share Purchase Agreement: Includes special transfer restrictions and conditions, often used for key employees or strategic investors

• Company Directors and Shareholders: Key decision-makers who approve and execute Share Purchase Agreements when selling or transferring ownership stakes
• Corporate Lawyers: Draft and review agreements to ensure compliance with UAE commercial law and protect their clients' interests
• Investment Banks: Often facilitate large share transactions and help structure deals for corporate clients
• Company Secretaries: Handle documentation, maintain share registers, and ensure proper filing with UAE authorities
• Government Regulators: Review agreements for compliance, especially in regulated industries or when foreign ownership is involved
• Financial Advisors: Assist with valuation and negotiate financial terms of share transfers

• Company Details: Gather accurate corporate information, including trade license number, registered address, and shareholder records
• Share Information: Document the exact number, class, and value of shares being transferred
• Due Diligence: Review company financials, existing shareholder agreements, and any transfer restrictions
• Payment Terms: Define purchase price, payment schedule, and any escrow arrangements
• Regulatory Clearance: Check UAE foreign ownership restrictions and required government approvals
• Documentation: Prepare board resolutions, share certificates, and register updates
• Warranties: List seller's guarantees about company status and share ownership

• Party Details: Full legal names, addresses, and registration numbers of buyer, seller, and company
• Share Specifics: Precise description of shares being transferred, including class, number, and nominal value
• Consideration: Clear statement of purchase price and payment terms
• Conditions Precedent: Required approvals from UAE authorities and existing shareholders
• Warranties: Seller's guarantees about share ownership and company status
• Completion Mechanics: Timing and process for transfer completion
• Governing Law: Explicit reference to UAE Commercial Companies Law
• Dispute Resolution: Jurisdiction and arbitration provisions aligned with UAE courts

A Share Purchase Agreement differs significantly from a Shareholder Agreement in the UAE legal context. While both deal with company ownership, they serve distinct purposes and operate at different stages of the business relationship.

• Transaction Focus: Share Purchase Agreements handle the one-time transfer of shares between parties, while Shareholder Agreements govern ongoing relationships between multiple shareholders
• Timing: Share Purchase Agreements conclude once the sale completes, but Shareholder Agreements remain active throughout the business relationship
• Core Elements: Share Purchase Agreements focus on price, warranties, and transfer mechanics, while Shareholder Agreements cover voting rights, dividend policies, and exit procedures
• Legal Requirements: Under UAE law, Share Purchase Agreements need specific transfer approvals, while Shareholder Agreements focus on compliance with corporate governance rules