The Business Share Purchase Agreement is a crucial document used in UAE business acquisitions and corporate restructuring. It serves as the primary transaction document when acquiring shares in a UAE company, whether for partial or complete ownership transfer. The agreement must comply with UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015) and related regulations, including foreign ownership restrictions and economic substance requirements. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. The document is particularly important in the UAE context due to specific local regulatory requirements, corporate governance standards, and the need for various governmental approvals.
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1. Parties: Identification of the Seller(s), Buyer(s), and the Target Company with full legal names and details as per UAE requirements
2. Background: Context of the transaction, description of the Target Company, and current shareholding structure
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Prerequisites for completion including regulatory approvals and third-party consents
6. Completion: Mechanics of completion, timing, and actions required at completion
7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations
8. Buyer's Warranties: Basic warranties regarding capacity to purchase and fund the transaction
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Confidentiality: Obligations regarding transaction confidentiality and company information
11. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Price Adjustment: Mechanisms for post-completion price adjustments based on accounts or performance metrics
2. Non-Competition: Restrictions on seller's competing activities, if seller is exiting completely
3. Management and Operations: Provisions for ongoing management if seller retains partial ownership
4. Tag-Along Rights: Rights of minority shareholders to join in future sales, if relevant
5. Drag-Along Rights: Rights to force minority shareholders to join in future sales, if relevant
6. Employee Matters: Specific provisions regarding key employees or management
7. Tax Covenant: Specific tax-related warranties and indemnities
8. Anti-corruption Compliance: Specific provisions regarding compliance with UAE anti-corruption laws
1. Details of the Target Company: Corporate information, shareholding structure, and key corporate documents
2. Particulars of the Sale Shares: Detailed description of shares being transferred
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties about the business, assets, and liabilities
5. Company Accounts: Recent financial statements and management accounts
6. Company Properties: Details of owned and leased properties
7. Material Contracts: List and details of key business contracts
8. Intellectual Property: Details of IP rights owned or licensed by the company
9. Employee Information: Details of key employees and their terms of employment
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