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Membership Unit Purchase Agreement

Membership Unit Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Membership Unit Purchase Agreement

"I need a Membership Unit Purchase Agreement for the sale of 60% membership units in our UAE-based technology company to a foreign investor, with completion scheduled for March 2025 and including specific provisions for technology asset transfer and intellectual property rights."

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Document background
The Membership Unit Purchase Agreement is a critical transaction document used when transferring ownership interests in UAE-based companies. It is particularly relevant for businesses operating under UAE law where members (shareholders) wish to sell their units to new or existing members. The agreement must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant regulations, especially regarding foreign ownership restrictions and local partner requirements. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, pre-completion obligations, and completion requirements. The document is essential for both domestic and international transactions, requiring careful consideration of UAE commercial laws and potentially free zone regulations if the company operates in a free zone. This agreement type is commonly used in corporate restructuring, exit strategies, or investment transactions.
Suggested Sections

1. Parties: Identification of Seller(s), Purchaser(s), and the Company

2. Background: Context of the transaction and company information

3. Definitions and Interpretation: Key terms and interpretation rules

4. Sale and Purchase: Core transaction terms including units being sold and purchase price

5. Purchase Price and Payment: Payment terms, method, and timing

6. Completion: Closing mechanics and requirements

7. Seller's Warranties: Warranties regarding ownership, authority, and company status

8. Purchaser's Warranties: Warranties regarding authority and capacity to purchase

9. Pre-Completion Obligations: Parties' obligations before closing

10. Conditions Precedent: Requirements to be met before completion

11. Confidentiality: Confidentiality obligations and permitted disclosures

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate clauses

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Foreign Ownership Compliance: Required when purchaser is non-UAE national, addressing ownership restrictions

2. Free Zone Requirements: Required for companies in free zones, addressing specific regulatory requirements

3. Tag-Along Rights: Optional protection for minority shareholders

4. Drag-Along Rights: Optional mechanism for majority shareholders

5. Non-Competition: Restrictions on seller's future competitive activities

6. Employee Matters: Required when transfer affects key employees or management

7. Intellectual Property Rights: Required when company has significant IP assets

8. Tax Matters: Required for complex transactions or when foreign tax implications exist

9. Earn-out Provisions: Optional structure for performance-based additional payments

Suggested Schedules

1. Company Information: Details of company structure, registration, and licenses

2. Membership Units Details: Specific description of units being transferred

3. Warranties: Detailed warranties and representations

4. Company Assets: List of material company assets

5. Encumbrances: Details of any existing charges or encumbrances

6. Required Consents: List of third-party consents needed

7. Completion Requirements: Detailed closing checklist and requirements

8. Form of Transfer Instruments: Template transfer documents required under UAE law

9. Disclosure Letter: Seller's disclosures against warranties

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions










































Clauses








































Relevant Industries

Technology

Real Estate

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

Construction

Energy

Hospitality

Education

Transportation

Media and Entertainment

Consumer Goods

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Investment

Executive Leadership

Mergers & Acquisitions

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Company Secretary

Compliance Officer

Finance Director

Private Equity Manager

Mergers & Acquisitions Director

Corporate Governance Officer

Risk Manager

Board Member

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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