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Business Sale Contract for United Arab Emirates

Business Sale Contract Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that facilitates the sale and purchase of a business, whether through asset or share transfer. The document complies with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and Federal Law No. 32 of 2021 (Commercial Companies Law), detailing all aspects of the transaction including purchase price, assets and liabilities transfer, warranties, employee matters, and completion mechanics. It includes provisions for regulatory compliance, due diligence findings, and specific UAE commercial requirements, while addressing local business practices and legal frameworks.

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Business Sale Contract

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What is a Business Sale Contract?

The Business Sale Contract is a crucial document used in the United Arab Emirates for transferring ownership of a business from one entity to another. It is essential for transactions involving both asset sales and share transfers, requiring compliance with UAE Federal Laws including the Commercial Transactions Law and Commercial Companies Law. This document is typically used when a business owner wishes to sell their entire business operation, or when a company aims to acquire another business entity. The contract comprehensively covers all aspects of the sale, including purchase price, payment terms, warranties, indemnities, and completion mechanics. It must address specific UAE regulatory requirements, such as commercial licensing, foreign ownership restrictions, and local partner considerations. The document also typically includes provisions for employee transfers, asset handling, and post-completion obligations, all within the framework of UAE commercial law.

What sections should be included in a Business Sale Contract?

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Seller's Warranties: Warranties regarding the business, assets, and liabilities

10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

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

What sections are optional to include in a Business Sale Contract?

1. Property: Required if the business sale includes transfer of real property interests

2. Intellectual Property: Required if significant IP assets are involved in the sale

3. Employee Matters: Required if employees are being transferred as part of the business

4. Post-Completion Obligations: Required if there are specific obligations after completion, such as transitional services

5. Non-Competition: Required if restrictions on the seller's future business activities are needed

6. Tax Matters: Required if specific tax arrangements or indemnities are needed

7. Data Protection: Required if the business processes significant personal data

8. Environmental Matters: Required if the business has significant environmental responsibilities or risks

What schedules should be included in a Business Sale Contract?

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Properties Schedule: Details of any real property interests included in the sale

4. Intellectual Property Schedule: List of all IP rights included in the sale

5. Employee Schedule: List of employees and their key employment terms

6. Material Contracts Schedule: List of key business contracts being transferred

7. Completion Deliverables Schedule: List of all documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties about the business

9. Disclosed Matters Schedule: Disclosures against the warranties

10. Form of Transfer Documents: Forms of various transfer documents required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Retail

Manufacturing

Technology

Healthcare

Hospitality

Real Estate

Professional Services

Financial Services

Construction

Transportation and Logistics

Energy

Media and Entertainment

Education

Food and Beverage

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Operations

Human Resources

Strategy

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Managing Director

Business Development Director

Mergers & Acquisitions Manager

Finance Director

Commercial Director

Company Secretary

Legal Counsel

Risk Manager

Compliance Officer

Business Owner

Operations Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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