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Company Share Sale Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Company Share Sale Agreement

"I need a Company Share Sale Agreement for the sale of 100% shares in a Saudi private manufacturing company, with completion scheduled for March 2025 and payment in two instalments."

Document background
The Company Share Sale Agreement is a fundamental transaction document used in Saudi Arabia when transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though additional requirements apply for listed companies. The agreement must comply with Saudi Arabian Companies Law 2015 and related regulations, including foreign investment restrictions where applicable. The document typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties about the company's condition, regulatory approvals required, and completion procedures. It is particularly important in the context of Saudi Arabia's growing economy and Vision 2030 initiative, which has increased M&A activity and foreign investment. The agreement must be carefully structured to ensure enforceability under Saudi law while meeting international commercial expectations.
Suggested Sections

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

2. Background: Context of the transaction, including current ownership structure and purpose of the sale

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred

5. Purchase Price: Consideration amount, payment method, and timing of payments

6. Conditions Precedent: Required approvals, consents and conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Seller's Warranties: Standard warranties regarding share ownership, company status, and business conditions

10. Buyer's Warranties: Basic warranties regarding capacity to purchase and fund the transaction

11. Limitations on Liability: Caps, time limits and other restrictions on warranty claims and general liability

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Regulatory Compliance: Compliance with Saudi laws including foreign investment and competition laws

14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms

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

Optional Sections

1. Price Adjustment: Used when purchase price may be adjusted based on completion accounts or other mechanisms

2. Non-Competition: Required when seller needs to be restricted from competing post-completion

3. Tag-Along Rights: Included when minority shareholders need protection in partial stake sales

4. Drag-Along Rights: Used when majority shareholder needs right to force minority shareholders to sell

5. Employee Matters: Required when specific arrangements for key employees are part of the transaction

6. Transitional Services: Needed when seller must provide certain services post-completion

7. Foreign Investment Provisions: Required when buyer is a foreign entity requiring SAGIA approval

8. Shariah Compliance Declaration: Required when explicit Shariah compliance confirmation is needed

9. Tax Covenant: Detailed tax provisions when specific tax risks need to be addressed

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and class rights

2. Company Information: Key details about the Target Company including corporate information and licenses

3. Warranties: Detailed warranties about the business, assets, and liabilities

4. Properties: List and details of company's real estate assets

5. Material Contracts: Key contracts affecting the business

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

7. Employees: Key employee information and benefits

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Regulatory Permits: List of governmental permits and licenses

10. Completion Accounts: Format and principles for preparation of completion accounts if relevant

Authors

Alex Denne

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

Relevant legal definitions



















































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Transportation

Telecommunications

Construction

Professional Services

Education

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Compliance

Company Secretarial

Risk Management

Strategy

Corporate Development

Business Development

Board of Directors

Executive Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Company Secretary

Compliance Officer

Finance Director

Business Development Director

Strategy Director

Corporate Development Manager

Board Member

Managing Director

Investment Banker

Due Diligence Manager

Risk Manager

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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