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Company Sale Agreement for United Arab Emirates

Company Sale Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that documents the terms and conditions for the sale and purchase of a company, whether through share transfer or asset sale. The agreement complies with UAE Federal Commercial Companies Law and related regulations, addressing key aspects such as purchase price, warranties, indemnities, and completion mechanics. It includes specific provisions required under UAE law, including considerations for foreign ownership restrictions, economic substance requirements, and free zone regulations where applicable. The document serves as the primary transaction document in corporate acquisitions within the UAE jurisdiction.

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Company Sale Agreement

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What is a Company Sale Agreement?

The Company Sale Agreement is a crucial document used in corporate transactions within the United Arab Emirates when one party intends to acquire ownership of a company from another party. This comprehensive agreement must comply with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions, economic substance requirements, and specific free zone regulations where applicable. The document covers all essential aspects of the transaction, including detailed provisions for the transfer of shares or assets, purchase price mechanisms, warranties and indemnities, employee matters, and post-completion obligations. It is particularly important in the UAE context due to the jurisdiction's specific requirements regarding company ownership, transfer procedures, and regulatory approvals. The agreement serves as the primary transaction document that protects both parties' interests while ensuring compliance with local laws and regulations.

What sections should be included in a Company Sale Agreement?

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details as per UAE requirements

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including Arabic translations of key terms where necessary

4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and conditions precedent

5. Purchase Price: Consideration details, payment terms, adjustments, and escrow arrangements if applicable

6. Completion: Completion mechanics, timing, and deliverables required under UAE law

7. Seller Warranties: Comprehensive warranties about the company, its assets, and operations

8. Buyer Warranties: Basic warranties from the buyer regarding capacity and authority

9. Tax Matters: Tax-related warranties, indemnities, and obligations including VAT and Corporate Tax considerations

10. Limitations on Claims: Limitations on warranty claims and indemnities

11. Confidentiality: Confidentiality obligations and permitted disclosures

12. Non-Competition: Non-compete and non-solicitation provisions compliant with UAE law

13. Further Assurance: Obligations to execute further documents and take additional steps if needed

14. Notices: Process for serving notices and other communications

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

What sections are optional to include in a Company Sale Agreement?

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Required when there are specific arrangements for employee transfers or retention

3. Intellectual Property Assignment: Needed when significant IP assets are involved in the transaction

4. Property Provisions: Required when the company owns or leases significant real estate assets

5. Government Contracts: Necessary when the company holds important government contracts

6. Foreign Investment Provisions: Required when the transaction involves foreign buyers or sellers

7. Free Zone Provisions: Needed when the company operates within a UAE free zone

8. Transitional Services: Used when the seller will provide post-completion services to the company

What schedules should be included in a Company Sale Agreement?

1. Company Details: Details of the target company including corporate information, shareholders, and capital structure

2. Properties: List and details of owned and leased properties

3. Intellectual Property: Schedule of all IP rights owned or licensed by the company

4. Material Contracts: List and details of key commercial contracts

5. Employee Information: Details of employees, their terms, and benefits

6. Financial Statements: Recent financial statements and management accounts

7. Completion Deliverables: List of documents and actions required at completion

8. Warranted Information: Specific information warranted by the seller

9. Disclosure Letter: Disclosures against the warranties

10. Required Consents: List of third-party and regulatory consents required

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

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions

































































Clauses



































Relevant Industries

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Financial Services

Construction

Hospitality

Energy

Transportation & Logistics

Media & Entertainment

Education

Trading & Distribution

Industrial

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Secretariat

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Business Development Director

Company Secretary

Finance Director

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

Commercial Director

Board Member

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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