The Share Purchase Agreement And Shareholders Agreement is a crucial document used in UAE corporate transactions where parties wish to combine the sale of shares with establishing a framework for future cooperation. This integrated approach is particularly relevant in the UAE business environment, where foreign ownership considerations and local commercial laws require careful structuring. The document serves multiple purposes: it facilitates the transfer of ownership, establishes clear governance mechanisms, protects minority shareholders, and ensures compliance with UAE regulations including the Commercial Companies Law (Federal Law No. 32 of 2021). It's commonly used in joint ventures, private equity investments, family business restructuring, and strategic corporate acquisitions. The agreement must account for specific UAE requirements regarding foreign ownership limits, local agent requirements (if applicable), and proper corporate approvals.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all parties including Seller(s), Purchaser(s), and the Company
2. Background: Context of the transaction, current ownership, and purpose of the agreement
3. Definitions and Interpretation: Key terms, construction rules, and interpretation principles
4. Sale and Purchase of Shares: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Prerequisites for completion including regulatory approvals and third-party consents
6. Completion: Mechanics of closing, timing, deliverables, and payment procedures
7. Warranties and Representations: Seller's and Purchaser's warranties, including company status, share ownership, and capacity
8. Pre-Completion Obligations: Conduct of business between signing and completion
9. Board Composition and Management: Structure of board, appointment rights, and management principles
10. Shareholder Rights and Obligations: Voting rights, reserved matters, and general obligations of shareholders
11. Share Transfer Restrictions: Limitations on transfer, pre-emptive rights, and tag-along/drag-along rights
12. Dividend Policy: Framework for distribution of profits and dividend declarations
13. Deadlock Resolution: Mechanisms to resolve fundamental disagreements between shareholders
14. Confidentiality: Protection of confidential information and trade secrets
15. Term and Termination: Duration, termination events, and consequences of termination
16. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
1. Anti-dilution Protection: Used when protecting minority shareholders from future share issuances
2. Put and Call Options: Include when parties want specific exit mechanisms
3. Non-Compete and Non-Solicitation: Required when protecting company from competition by selling shareholders
4. Intellectual Property Rights: Important when company's IP is a significant asset
5. Employee Matters: Include when key employees are crucial to the business
6. Islamic Finance Compliance: Required when transaction needs to be Shariah-compliant
7. Tax Indemnities: Important with introduction of UAE corporate tax or cross-border elements
8. Environmental Matters: Relevant for industries with environmental impacts or risks
1. Share Capital and Shareholding Structure: Details of current and post-completion share ownership
2. Warranties: Detailed list of warranties given by the Seller
3. Company Information: Key details about the Company including corporate information and licenses
4. Properties and Assets: List of material assets and properties owned by the Company
5. Material Contracts: Summary of key commercial contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the Company
7. Employee Information: Details of key employees and their terms of employment
8. Reserved Matters: List of decisions requiring special approval
9. Completion Deliverables: Documents and actions required at completion
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Disclosure Letter: Exceptions and qualifications to warranties
Find the exact document you need
Share Allocation Agreement
A UAE-compliant agreement governing the issuance and allocation of company shares to shareholders, structured according to UAE Companies Law.
Download
Limited Company Shareholder Agreement
UAE-governed shareholder agreement establishing rights and obligations between shareholders in a limited liability company, compliant with UAE Commercial Companies Law.
Download
Unitholder Agreement
UAE-governed agreement establishing rights and obligations between investment fund unitholders and fund manager, compliant with UAE Federal Law and SCA regulations.
Download
Shareholder Resignation Agreement
A UAE-compliant agreement governing a shareholder's formal exit from a company, including share transfer terms and mutual obligations under UAE law.
Download
Preference Share Agreement
UAE-governed agreement establishing terms for preference share issuance and shareholder rights under UAE Commercial Companies Law.
Download
Shareholder Control Agreement
A UAE law-governed agreement establishing rights and obligations between company shareholders, ensuring compliance with local regulations while protecting shareholder interests.
Download
Shareholders Agreement Contract
A UAE-governed agreement defining shareholders' rights, obligations, and relationships in a UAE-registered company.
Download
Shareholder Indemnification Agreement
UAE-governed agreement establishing shareholder indemnification terms and obligations under UAE Federal Law No. 32 of 2021.
Download
Share Redemption Agreement
UAE-governed agreement documenting terms and conditions for a company's redemption of shares from existing shareholders, ensuring compliance with UAE Commercial Companies Law.
Download
Company Shareholder Agreement
UAE-governed agreement establishing rights and obligations between company shareholders, compliant with UAE Commercial Companies Law and local regulations.
Download
Venture Capital Shareholders Agreement
A UAE law-governed agreement establishing rights and obligations between venture capital investors, founders, and shareholders, including investment terms, governance, and exit provisions.
Download
Shareholder Separation Agreement
UAE-governed agreement outlining terms and conditions for a shareholder's exit from a company, including share transfer and post-separation obligations.
Download
50 50 Shareholder Agreement
UAE-governed agreement establishing rights and obligations between two equal (50-50) shareholders, including governance and deadlock resolution mechanisms.
Download
Shareholder Operating Agreement
UAE-governed agreement establishing shareholder rights, obligations, and company operational framework under UAE Commercial Companies Law and Sharia principles.
Download
New Shareholder Agreement
UAE-governed Shareholders Agreement establishing rights and obligations between company shareholders, compliant with UAE Commercial Companies Law.
Download
Shareholder Withdrawal Agreement
UAE-governed agreement documenting a shareholder's withdrawal from a company, including share transfer terms and post-withdrawal obligations.
Download
Shareholder Management Agreement
UAE-governed agreement establishing shareholder rights, obligations, and management framework in compliance with UAE Commercial Companies Law.
Download
Silent Shareholder Agreement
UAE-compliant agreement establishing terms and conditions for a silent partnership arrangement, including investment terms and profit-sharing mechanisms.
Download
Shareholder Termination Agreement
UAE-compliant agreement governing the exit of a shareholder from a company, including share transfer terms and mutual releases.
Download
Share Purchase Agreement And Shareholders Agreement
UAE-governed agreement combining share sale provisions with ongoing shareholder arrangements, ensuring compliant transfer of ownership and future corporate governance.
Download
Private Equity Shareholders Agreement
UAE-governed shareholders agreement establishing rights and obligations between private equity investors and other shareholders, aligned with UAE commercial law and market practice.
Download
Minority Shareholder Agreement
UAE-governed agreement establishing minority shareholder rights and protections, including voting, representation, and exit provisions.
Download
Family Business Shareholders Agreement
UAE-governed agreement establishing ownership, governance, and succession framework for family businesses, aligned with UAE Family Business Law.
Download
Small Business Shareholder Agreement
UAE-governed shareholder agreement defining rights and obligations between small business shareholders, compliant with local commercial law.
Download
Shareholders Agreement Transfer Of Shares
UAE-governed agreement documenting share transfer between shareholders, including terms, conditions, and regulatory compliance requirements.
Download
Stakeholders Agreement
UAE-governed agreement defining rights, obligations, and relationships between company stakeholders, compliant with UAE Companies Law.
Download
Director Shareholder Agreement
UAE-governed agreement defining the relationship between directors and shareholders, including rights, obligations and governance structure under UAE law.
Download
Proxy Shareholder Agreement
UAE-governed agreement establishing nominee shareholder arrangements and beneficial ownership rights, compliant with UAE Commercial Companies Law.
Download
LLC Shareholder Agreement
UAE-governed agreement establishing rights and obligations between LLC shareholders, compliant with Federal Law No. 32 of 2021.
Download
Shareholders Agreement For Private Limited Company
UAE-governed agreement defining rights and obligations between shareholders in a private limited company, ensuring compliance with local commercial law.
Download
Shareholder Support Agreement
UAE-governed agreement defining shareholders' commitments to provide financial or operational support to a company, aligned with UAE Commercial Companies Law.
Download
Founder Shareholder Agreement
UAE-governed agreement establishing rights and obligations between founding shareholders of a company, aligned with UAE commercial law requirements.
Download
Entrusted Shareholding Agreement
A UAE-governed agreement establishing a trust arrangement where one party holds shares on behalf of another, compliant with UAE Federal laws and regulations.
Download
Partnership Shareholder Agreement
UAE-governed agreement establishing rights and obligations between business partners and shareholders, aligned with UAE Federal Law No. 32 of 2021.
Download
Share Contribution Agreement
UAE-governed agreement documenting the contribution of shares from contributor(s) to a receiving entity, ensuring regulatory compliance and protecting parties' interests.
Download
Employee Shareholder Agreement
UAE-governed agreement establishing terms for employee share ownership, including vesting conditions, rights, and exit provisions.
Download
Shareholder Subscription Agreement
UAE-governed agreement documenting terms for share subscription in a company, including price, quantity, and compliance with local regulations.
Download
Shareholder Investment Agreement
UAE-governed agreement establishing investment terms, shareholder rights, and corporate governance structure for company investments.
Download
Shareholder Transfer Agreement
UAE-governed agreement documenting the transfer of shares between shareholders, ensuring compliance with local commercial law and regulations.
Download
Joint Venture And Shareholders Agreement
UAE-governed agreement establishing terms and conditions for joint venture partnership and shareholder relationships in a UAE company.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)