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Buyout Agreement
I need a buyout agreement for the acquisition of a minority shareholder's stake in a UAE-based company, ensuring compliance with local laws and regulations. The agreement should outline the payment terms, transfer of shares, and any non-compete clauses, with a focus on a smooth transition and protection of existing business interests.
What is a Buyout Agreement?
A Buyout Agreement sets the rules for when one business partner can purchase another's ownership stake in a UAE company. It's essentially your exit strategy playbook, spelling out how to calculate the purchase price, payment terms, and transfer process when an owner wants to leave or must sell their shares.
Under UAE Commercial Companies Law, these agreements help prevent business disruptions and costly disputes by creating clear procedures for ownership changes. They're especially valuable in family businesses and closely-held companies across Dubai and Abu Dhabi, where maintaining control over who owns shares is crucial. The agreement can address various triggers like retirement, death, or simply wanting to sell.
When should you use a Buyout Agreement?
Use a Buyout Agreement when starting a business partnership in the UAE or bringing new shareholders into an existing company. This agreement becomes crucial during major changes like adding family members to the business, planning for retirement transitions, or preparing the company for potential acquisitions.
Smart timing for creating a Buyout Agreement is during the initial company formation or before any significant ownership changes. UAE business owners often implement these agreements when expanding operations, restructuring ownership, or setting up succession plans. Having clear buyout terms in place helps avoid costly disputes and maintains business continuity when partners need to exit or transfer their shares.
What are the different types of Buyout Agreement?
- Cross-Purchase Agreements: Allow remaining partners to buy a departing member's shares directly, common in UAE professional services firms
- Company Redemption Agreements: The company itself purchases the departing member's shares, popular among UAE family businesses
- Hybrid Buyout Agreements: Combine both company and partner purchase options, offering flexibility for UAE corporate structuring
- Mandatory Buyout Provisions: Require purchase upon specific triggers like retirement or death, essential for Emirati succession planning
- Right of First Refusal Agreements: Give existing partners priority to purchase available shares before outside sales, protecting UAE company ownership
Who should typically use a Buyout Agreement?
- Business Partners: Primary parties who sign and are bound by the Buyout Agreement, including majority and minority shareholders in UAE companies
- Corporate Lawyers: Draft and review agreements to ensure compliance with UAE Commercial Companies Law and protect client interests
- Business Consultants: Help structure fair valuation methods and trigger events based on industry standards and market conditions
- Family Business Advisors: Guide Emirati family enterprises through succession planning and ownership transition arrangements
- Company Directors: Oversee implementation and ensure proper execution when buyout conditions are triggered
How do you write a Buyout Agreement?
- Company Details: Gather current ownership structure, share values, and UAE trade license information
- Valuation Method: Decide on an agreed formula for calculating share prices when buyout events occur
- Trigger Events: Define specific circumstances that activate the buyout option under UAE law
- Payment Terms: Outline payment schedules, financing options, and security requirements
- Stakeholder Input: Get all partners' agreement on key terms before finalizing the document
- Documentation: Use our platform to generate a legally-compliant Buyout Agreement template that includes all required elements
What should be included in a Buyout Agreement?
- Party Identification: Complete details of all shareholders and the company, including UAE trade license numbers
- Purchase Price: Clear valuation method and payment terms compliant with UAE Commercial Companies Law
- Trigger Events: Specific circumstances that activate buyout rights, such as death, retirement, or voluntary exit
- Transfer Process: Step-by-step procedures for executing the share transfer under UAE regulations
- Dispute Resolution: UAE-specific arbitration or court jurisdiction clauses
- Governing Law: Express statement of UAE law application and enforcement mechanisms
What's the difference between a Buyout Agreement and a Business Acquisition Agreement?
A Buyout Agreement differs significantly from a Business Acquisition Agreement in the UAE legal context. While both deal with ownership transfers, they serve distinct purposes and situations.
- Scope and Purpose: Buyout Agreements focus on internal ownership transfers between existing partners or shareholders, while Business Acquisition Agreements cover complete company purchases by external parties
- Transaction Structure: Buyout Agreements typically handle share transfers between known parties with pre-agreed terms, whereas Business Acquisition Agreements involve comprehensive due diligence and complex deal structures
- Timing and Triggers: Buyout Agreements activate on specific events like retirement or death, while Business Acquisition Agreements execute immediately upon signing
- Valuation Methods: Buyout Agreements often use pre-set formulas following UAE partnership laws, but Business Acquisition Agreements rely on market-based valuations and negotiations
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