A Shareholder Transfer Agreement is a crucial document used when transferring ownership of shares in a UAE company from one party to another. This agreement is essential for both private and public companies operating under UAE jurisdiction, though the specific requirements may vary based on the company type and free zone status. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations. The Shareholder Transfer Agreement typically includes detailed information about the shares being transferred, purchase price, payment terms, warranties from both parties, and completion requirements. It also addresses specific UAE requirements such as notarization, regulatory approvals, and corporate governance procedures. The agreement is particularly important in the UAE context due to specific foreign ownership restrictions, economic substance requirements, and other local regulatory considerations.
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1. Parties: Identification of the Transferor, Transferee, and the Company
2. Background: Context of the share transfer, including company details and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including required actions
6. Conditions Precedent: Conditions that must be satisfied before the transfer can complete
7. Warranties by Transferor: Warranties regarding ownership, authority to sell, and status of shares
8. Warranties by Transferee: Warranties regarding authority to purchase and compliance with laws
9. Board and Shareholder Approvals: Confirmation of necessary corporate approvals and waiver of pre-emption rights
10. Notarization and Registration: Requirements for UAE legal formalities and registration
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
13. Execution: Signature blocks and execution requirements
1. Tax Matters: Include when there are specific tax implications or requirements for the transfer
2. Security Interest: Include when shares are subject to any existing or new security arrangements
3. Non-Competition: Include when transferor is required to provide non-compete commitments
4. Power of Attorney: Include when any party needs authority to complete post-transfer formalities
5. Break Fee: Include when parties agree to compensation if the transfer fails
6. Regulatory Approvals: Include when specific regulatory approvals are required (e.g., for regulated industries)
7. Employee Matters: Include when transfer affects employment arrangements or employee shares
1. Share Details: Details of shares being transferred including share certificates
2. Company Information: Key company details including registration, address, and capital structure
3. Completion Requirements: Detailed list of documents and actions required for completion
4. Form of Transfer Instrument: Template for share transfer forms required by UAE authorities
5. Corporate Approvals: Copies of board and shareholder resolutions
6. Encumbrances: Details of any existing charges or encumbrances on the shares
7. Payment Details: Bank account and payment mechanism details
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