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A Business Purchase Agreement spells out the terms and conditions when buying or selling a company in the UAE. This legally binding contract covers everything from the final sale price and payment schedule to exactly what assets, licenses, and intellectual property are changing hands.

Under UAE commercial law, these agreements protect both buyers and sellers by clearly stating key details like employee contracts, existing debts, and any warranties. The document must follow local regulatory requirements, including Ministry of Economy guidelines and Free Zone regulations when applicable. Most UAE businesses work with legal counsel to ensure proper documentation of due diligence findings and compliance with Federal Law No. 2 of 2015.

Use a Business Purchase Agreement when acquiring or selling any business in the UAE, from small retail shops to large corporations. This essential document becomes necessary as soon as both parties agree on preliminary terms and move toward finalizing the deal.

The agreement proves particularly valuable during complex transactions involving multiple assets, intellectual property rights, or when dealing with Free Zone companies. UAE law requires detailed documentation of ownership transfers, so having this agreement in place before starting due diligence helps prevent disputes and ensures compliance with Federal Commercial Law. It's crucial for mergers, acquisitions, and business restructuring across all Emirates.

• Business Purchase Agreement: Standard template for complete business acquisitions in UAE, covering assets, liabilities, and operational transfer
• Business Share Sale Agreement: Focuses specifically on selling company shares while leaving business structure intact
• Business Share Purchase Agreement: Buyer-oriented version for share acquisitions with detailed warranties and indemnities
• Business Sales Agreement: Simplified version for straightforward business sales, commonly used by small enterprises

• Business Owners and Shareholders: Primary parties who negotiate and sign the Business Purchase Agreement as buyers or sellers in UAE markets
• Corporate Lawyers: Draft and review agreements to ensure compliance with UAE Federal Laws and Free Zone regulations
• Financial Advisors: Validate financial terms, valuations, and payment structures within the agreement
• Government Authorities: Review and approve business transfers, especially the Department of Economic Development and relevant Free Zone authorities
• Due Diligence Teams: Verify claims and representations made in the agreement about business assets, liabilities, and operations

• Business Details: Gather complete company registration documents, trade licenses, and ownership certificates from UAE authorities
• Asset Inventory: List all physical assets, intellectual property, contracts, and liabilities included in the sale
• Financial Records: Compile three years of audited financial statements and current management accounts
• Legal Status: Check for any existing mortgages, liens, or legal disputes affecting the business
• Regulatory Compliance: Verify all necessary permits and approvals from relevant UAE government bodies
• Document Generation: Use our platform to create a customized, legally-sound Business Purchase Agreement that meets UAE requirements

• Party Details: Full legal names, Emirates ID numbers, and business registration details of buyer and seller
• Sale Description: Precise definition of assets, shares, or business components being transferred
• Purchase Price: Clear payment terms, installment schedule, and any earnout provisions under UAE law
• Warranties: Seller's guarantees about business condition, debts, and legal compliance
• Due Diligence: Findings from financial and legal investigations
• Transfer Process: Steps for ownership transition per UAE Commercial Law
• Governing Law: Explicit reference to UAE Federal Laws and relevant Emirate regulations

A Business Purchase Agreement differs significantly from a Share Purchase Agreement in several key aspects under UAE law. While both involve business transactions, their scope and implications vary considerably.

• Asset Transfer: Business Purchase Agreements cover the complete transfer of business assets, including physical property, contracts, and operational elements
• Legal Structure: Share Purchase Agreements only transfer ownership of company shares, leaving the business entity intact
• Regulatory Requirements: Business Purchase Agreements need approval from the Department of Economic Development, while Share Purchase Agreements primarily involve securities regulations
• Due Diligence Scope: Business Purchase Agreements require broader due diligence covering operational aspects, while Share Purchase Agreements focus mainly on corporate and financial review
• Liability Transfer: Business Purchase Agreements allow for selective transfer of liabilities, while Share Purchase Agreements automatically transfer all company obligations with the shares