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Transfer Of Company Ownership Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Transfer Of Company Ownership Agreement

I need a Transfer of Company Ownership Agreement for the sale of my Dubai-based technology consulting company to a German corporation, with completion scheduled for March 2025, including specific provisions for maintaining key client contracts and protecting intellectual property.

Document background
The Transfer Of Company Ownership Agreement is a crucial document used in the United Arab Emirates when transferring partial or complete ownership of a company between parties. This document has gained increased significance following recent changes in UAE company law, particularly with the introduction of Federal Law No. 32 of 2021 and amendments allowing increased foreign ownership. The agreement is essential for various transaction types, from small business transfers to large corporate acquisitions, and must comply with specific UAE regulatory requirements. It typically includes detailed provisions covering purchase price, warranties, representations, regulatory approvals, and completion mechanics. The document must be prepared in both English and Arabic, with the Arabic version being the legally binding version for UAE government authorities. Its importance has grown with the UAE's expanding economy and increasing number of business transfers between local and international parties.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, registration details, and addresses

2. Background: Context of the transaction, description of the company being transferred, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the assets/shares being transferred and consideration

5. Purchase Price: Detailed breakdown of the purchase price, payment method, and payment schedule

6. Conditions Precedent: Conditions that must be satisfied before completion of the transfer

7. Completion: Details of the completion process, timing, and deliverables

8. Seller's Warranties: Warranties regarding the company, its assets, liabilities, and operations

9. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to enter into the agreement

10. Pre-Completion Obligations: Obligations of both parties between signing and completion

11. Post-Completion Obligations: Ongoing obligations after the transfer is completed

12. Regulatory Compliance: Compliance with UAE laws and obtaining necessary approvals

13. Confidentiality: Provisions regarding confidential information and its protection

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction details

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Required if there are specific arrangements regarding employees or employment contracts

2. Tax Matters: Required if there are specific tax implications or allocations to be addressed

3. Intellectual Property: Required if there are significant IP assets involved in the transfer

4. Real Estate: Required if the company owns or leases significant real estate assets

5. Non-Competition: Required if there are restrictions on the seller's future business activities

6. Transitional Services: Required if the seller will provide post-completion services

7. Environmental Matters: Required for companies with environmental compliance obligations

8. Bank Accounts and Finance: Required if there are specific arrangements regarding existing financing or bank relationships

Suggested Schedules

1. Company Information: Detailed information about the company including registration documents and licenses

2. Share Capital and Shareholders: Details of share capital structure and current shareholders

3. Financial Statements: Recent financial statements and management accounts

4. Material Contracts: List and copies of material contracts

5. Properties: Details of owned and leased properties

6. Intellectual Property Rights: List of IP rights owned or licensed by the company

7. Employee Information: List of employees and their key employment terms

8. Regulatory Approvals: List of required regulatory approvals and their status

9. Completion Deliverables: List of documents and items to be delivered at completion

10. Form of Transfer Instruments: Template documents required for the transfer under UAE law

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions









































Clauses









































Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Education

Hospitality

Construction

Trading

Logistics

Financial Services

Media and Entertainment

Food and Beverage

Consulting

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Operations

Board of Directors

Executive Leadership

Corporate Secretariat

Mergers & Acquisitions

Due Diligence

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Business Development Director

Company Secretary

Compliance Officer

Finance Director

Operations Director

Board Member

Investment Manager

Due Diligence Officer

Risk Manager

Corporate Governance Officer

Merger & Acquisition Specialist

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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