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Share Surrender Agreement for United Arab Emirates

Share Surrender Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that formalizes the voluntary surrender of shares by a shareholder back to a company. This agreement outlines the terms and conditions of the share surrender, including the number and class of shares being surrendered, any consideration involved, and the completion mechanics. The document ensures compliance with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant UAE regulations, while addressing tax implications, regulatory requirements, and corporate governance matters. It includes necessary provisions for both mainland UAE companies and those operating in free zones.

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What is a Share Surrender Agreement?

A Share Surrender Agreement is a crucial document used in UAE corporate transactions when a shareholder voluntarily returns their shares to a company. This may occur in various scenarios, including corporate restructuring, settlement of debts, exit arrangements, or as part of employee share scheme operations. The agreement must comply with UAE Federal Law No. 32 of 2021 and relevant free zone regulations where applicable. It typically includes detailed information about the shares being surrendered, warranties from the surrendering shareholder, and completion mechanics. The document is particularly important in ensuring proper documentation for UAE regulatory compliance, corporate governance requirements, and maintaining accurate shareholder records. It may require additional approvals from regulatory authorities, particularly in regulated sectors or free zones.

What sections should be included in a Share Surrender Agreement?

1. Parties: Identification of the Shareholder surrendering shares and the Company receiving the surrender

2. Background: Context of the share surrender, including company details and reason for surrender

3. Definitions: Key terms used throughout the agreement

4. Share Details: Specific details of shares being surrendered including number, class, and nominal value

5. Surrender Terms: Core terms of the surrender including timing and process

6. Consideration: Details of any consideration (if any) for the surrender

7. Completion: Actions to be taken at completion of the surrender

8. Warranties and Representations: Standard warranties from both parties regarding capacity and authority

9. Tax Provisions: Treatment of any tax implications arising from the surrender

10. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction

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

1. Regulatory Approvals: Required when the surrender needs specific regulatory clearances

2. Employee Share Scheme Provisions: Include when surrender relates to employee share schemes

3. Company Buy-back Provisions: Required when surrender is part of a share buy-back arrangement

4. Free Zone Requirements: Include when company is in a UAE free zone with specific requirements

5. Related Party Transaction Provisions: Required when surrender involves related party transactions

6. Confidentiality: Include when specific confidentiality obligations are needed

7. Anti-dilution Provisions: Include when other shareholders' rights need protection

What schedules should be included in a Share Surrender Agreement?

1. Share Certificate Details: Copy of share certificates and details of shares being surrendered

2. Board Resolution: Company board resolution approving the share surrender

3. Shareholder Resolution: If required, shareholder resolution approving the surrender

4. Regulatory Approvals: Copies of any required regulatory or governmental approvals

5. Share Register Extract: Current extract of the company's share register

6. Completion Documents: List and copies of all documents required for completion

7. Powers of Attorney: If applicable, powers of attorney for executing the surrender

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

Document Type

Stock Agreement

Cost

Free to use

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