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A Stock Purchase Agreement outlines the terms and conditions when buying or selling shares in a UAE company. It's the key legal document that protects both buyers and sellers by spelling out exactly what's being sold, at what price, and under what conditions.

In the UAE, these agreements must comply with Federal Commercial Companies Law and typically include payment details, representations and warranties, and closing conditions. They're especially important in free zones like DIFC and ADGM, where international investors frequently trade company shares. The agreement also handles crucial details like liability limits, confidentiality requirements, and dispute resolution methods under UAE law.

Use a Stock Purchase Agreement any time you're buying or selling shares in a UAE company, especially for significant ownership transfers. This critical document becomes essential when acquiring minority stakes, making strategic investments, or conducting full company buyouts in mainland UAE or free zones like DIFC.

The agreement is particularly important when dealing with international investors, complex payment structures, or transactions requiring regulatory approval from UAE authorities. It helps prevent future disputes by clearly documenting share valuation, warranties, and post-sale obligations. Having it in place before money changes hands protects both parties and ensures compliance with UAE commercial laws.

• Basic Share Purchase: The standard version used for straightforward share transfers in UAE private companies, focusing on price, payment terms, and basic warranties
• Complex Transaction Agreement: Used for large corporate acquisitions, containing detailed representations, extensive warranties, and specific UAE regulatory compliance provisions
• Free Zone Variant: Tailored for DIFC or ADGM transactions, incorporating specific free zone regulations and international business practices
• Staged Purchase Agreement: Structures the share acquisition in multiple phases, with conditions and milestone payments common in UAE business deals
• Family Business Transfer: Specialized version for family-owned companies, addressing succession planning and Sharia compliance requirements

• Share Sellers: Current shareholders looking to exit or reduce their stake in UAE companies, including family business owners and institutional investors
• Share Buyers: Individual investors, corporations, or investment firms acquiring ownership stakes in UAE businesses or free zone entities
• Corporate Lawyers: Draft and review Stock Purchase Agreements to ensure compliance with UAE commercial laws and protect client interests
• Company Directors: Review and approve share transfers, especially in cases requiring board authorization under the articles of association
• Financial Advisors: Guide valuation processes and structure payment terms according to UAE market standards

• Company Details: Gather accurate corporate information, including trade license, articles of association, and shareholder registry from UAE authorities
• Share Information: Document the exact number, class, and value of shares being transferred, plus any existing restrictions
• Party Information: Collect identification documents and authority proof for all parties, including corporate approvals if needed
• Payment Terms: Define the price, payment schedule, and any escrow arrangements compliant with UAE banking regulations
• Regulatory Checks: Verify required approvals from relevant UAE authorities, especially for foreign ownership or free zone transfers

• Party Details: Full legal names, addresses, and registration numbers of buyers, sellers, and the target company
• Share Description: Precise details of shares being transferred, including class, number, and percentage of total share capital
• Purchase Price: Clear payment terms, including method, currency, and any installment or escrow arrangements
• Warranties: Standard UAE-compliant seller warranties about share ownership, company status, and financial condition
• Closing Conditions: Required regulatory approvals, documentation requirements, and timing for completion
• Governing Law: Explicit statement of UAE jurisdiction and applicable free zone regulations if relevant

A Stock Purchase Agreement is often confused with a Asset Purchase Agreement in UAE business transactions. While both involve business acquisitions, they serve distinctly different purposes and have unique legal implications under UAE commercial law.

• Transaction Focus: Stock Purchase Agreements transfer company ownership through share sales, while Asset Purchase Agreements deal with specific business assets and properties
• Liability Transfer: Stock purchases include all company liabilities, but asset purchases let buyers select specific assets and avoid certain liabilities
• Regulatory Requirements: Share transfers need UAE authority approval and specific documentation, while asset sales follow different regulatory paths
• Tax Implications: Stock sales typically have different VAT and tax considerations compared to asset sales under UAE tax regulations
• Third-Party Consents: Share transfers rarely need third-party approval, while asset sales often require multiple contract assignments and permits