The Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of a UAE company wish to transfer shares among themselves. This agreement is essential for companies operating under UAE jurisdiction, whether mainland companies or those in free zones, and must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant regulations. The document typically includes detailed provisions on share valuation, payment terms, warranties, representations, pre-completion and post-completion obligations, and specific requirements for share transfer documentation under UAE law. It's particularly important for ensuring proper documentation of ownership changes, protecting both buyers' and sellers' interests, and maintaining compliance with local corporate governance requirements and ownership restrictions.
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聽of your docs
1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller Warranties: Warranties given by the seller regarding the shares, company, and business
9. Buyer Warranties: Basic warranties from the buyer regarding capacity and authority
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Notices: Process for serving notices under the agreement
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Tax Covenant: Detailed tax indemnities and procedures, used when specific tax risks need to be addressed
2. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry
3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
4. Management Provisions: Terms regarding ongoing management if sellers remain involved post-completion
5. Break Fee: Compensation if deal fails under specific circumstances, used in high-value/complex transactions
6. Regulatory Compliance: Specific provisions for regulated industries or when regulatory approvals are required
7. Intellectual Property Rights: Specific provisions dealing with IP transfer or protection, used when IP is material to the business
1. Share Details: Details of the shares being transferred including share certificates and class rights
2. Company Information: Key company details including corporate information, licenses, and material contracts
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of company's real estate assets and leases
5. Intellectual Property: Schedule of company's IP rights and registrations
6. Employees: Key employee information and employment terms
7. Completion Requirements: Detailed list of completion deliverables and requirements
8. Disclosed Documents: List of documents disclosed against the warranties
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Board Resolutions: Template board resolutions approving the share transfer
Find the exact document you need
Share Purchase Agreement Between Two Individuals
UAE-governed agreement for the sale and purchase of shares between two individuals, including transfer terms and regulatory compliance requirements.
Download
Share Purchase Agreement Between Shareholders
A UAE law-governed agreement for the transfer of company shares between existing shareholders, detailing sale terms and ensuring regulatory compliance.
Download
Share Purchase And Transfer Agreement
UAE-governed agreement for the sale and transfer of shares between parties, including terms, conditions, and regulatory compliance requirements.
Download
Restaurant Asset Purchase Agreement
UAE-governed agreement for the purchase and sale of restaurant assets, including equipment, inventory, and associated rights and licenses.
Download
Asset Sale Agreement
UAE-governed agreement for the sale and transfer of assets between parties, detailing terms, conditions, and regulatory compliance requirements.
Download
Letter Of Intent Share Purchase Agreement
A preliminary agreement under UAE law outlining the proposed terms for a share acquisition, setting the framework for due diligence and final negotiations.
Download
Software Asset Purchase Agreement
UAE-governed agreement for the purchase and transfer of software assets, ensuring compliant ownership transfer and intellectual property rights protection.
Download
Share And Asset Purchase Agreement
UAE-governed agreement for the combined purchase of shares and assets in a business acquisition transaction, compliant with UAE Federal Laws.
Download
Member Interest Purchase Agreement
UAE-governed agreement for the sale and purchase of membership interests in a UAE company, detailing transfer terms and regulatory compliance requirements.
Download
Intellectual Property Asset Purchase Agreement
UAE-governed agreement for the transfer of intellectual property assets, including comprehensive transfer terms and compliance with UAE federal IP laws.
Download
Forward Share Purchase Agreement
A UAE law-governed agreement for the future purchase of shares, specifying terms, conditions, and regulatory compliance requirements under UAE commercial law.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 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