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Share Sale Agreement for United Arab Emirates

Share 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 shares in a company. The agreement details the transaction structure, purchase price, payment terms, warranties, representations, and various conditions precedent and subsequent. It incorporates specific UAE regulatory requirements, including compliance with Federal Law No. 32 of 2021 (Commercial Companies Law) and relevant foreign ownership restrictions. The document typically includes detailed provisions for due diligence findings, liability caps, indemnities, and completion mechanics, all structured within the UAE legal framework.

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Share Sale Agreement

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What is a Share Sale Agreement?

The Share Sale Agreement is a crucial document used in merger and acquisition transactions within the United Arab Emirates, facilitating the transfer of company ownership through share sales. It must comply with UAE legislation, particularly the Commercial Companies Law and related regulations governing corporate transactions. This agreement is essential when selling part or all of a company's shares, whether in private or public companies, and includes detailed provisions covering purchase price, warranties, indemnities, conditions precedent, and completion mechanics. The document needs to address specific UAE requirements such as foreign ownership restrictions, economic substance regulations, and local corporate governance requirements. It serves as the primary transaction document that parties rely upon to ensure a legally compliant and commercially sound share transfer.

What sections should be included in a Share Sale Agreement?

1. Parties: Identification of the seller(s), buyer(s) and the target company

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, payment mechanics and adjustments

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's representations and warranties about the shares and target company

10. Limitations on Liability: Restrictions and caps on seller's liability for warranty breaches

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public statements

12. Further Assurance: Obligations to take additional steps to give effect to the transaction

13. Assignment: Restrictions on transfer of rights under the agreement

14. Notices: Process and requirements for formal communications between parties

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

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

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

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

2. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing post-completion

3. Tag-Along and Drag-Along Rights: Include for partial sales where ongoing shareholder arrangements are needed

4. Multiple Completion Mechanics: Include when the transaction will complete in stages

5. Employee Provisions: Include when specific arrangements for key employees are required

6. Intellectual Property Rights: Include when IP is a crucial aspect of the target business

7. Real Estate Provisions: Include when target company has significant property holdings

8. Tax Covenant: Include when specific tax indemnities are required

9. Break Fee: Include when there's agreement on compensation if deal fails

10. Foreign Investment Provisions: Include when transaction involves foreign ownership considerations

What schedules should be included in a Share Sale Agreement?

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Full set of seller's warranties about the company and business

5. Disclosure Letter: Seller's disclosures against the warranties

6. Properties: Details of all real estate owned or leased by the target

7. Intellectual Property: Schedule of all IP owned or licensed by the target

8. Material Contracts: List and details of key commercial agreements

9. Employee Information: Details of employees and their terms of employment

10. Completion Accounts Format: Agreed format and accounting principles for completion accounts

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

Agreement Contract

Cost

Free to use
Relevant legal definitions
















































Clauses






























Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Construction

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Strategy

Business Development

Corporate Secretariat

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Investment Manager

Company Secretary

Finance Director

Business Development Director

Commercial Director

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Compliance Officer

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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