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Company Share Transfer Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Company Share Transfer Agreement

"I need a Company Share Transfer Agreement for the sale of 100% shares in a Saudi manufacturing company to a German corporate buyer, with completion planned for March 2025, including provisions for foreign investment approval and employee retention."

Document background
The Company Share Transfer Agreement is a crucial 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 different rules apply to each. The agreement must comply with the Saudi Companies Law of 2015, Ministry of Commerce regulations, and where applicable, Capital Market Authority requirements. This document becomes necessary during various corporate scenarios including business exits, restructuring, succession planning, or strategic investments. It typically includes detailed provisions about the transfer price, payment terms, warranties about the company's condition, and specific completion requirements. The agreement must account for unique aspects of Saudi law, including Sharia compliance, foreign investment restrictions, and local corporate governance requirements. It serves as the primary document evidencing the transfer of ownership and protecting both parties' interests in the transaction.
Suggested Sections

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

2. Background: Context of the transaction, including company details, current shareholding structure, and purpose of the transfer

3. Definitions: Key terms used throughout the agreement, including Company, Shares, Completion Date, and other relevant definitions

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Prerequisites that must be satisfied before the transfer can complete, including regulatory approvals and corporate authorizations

6. Completion: Details of the completion process, timing, location, and actions required by each party

7. Seller's Warranties: Representations and warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Representations and warranties regarding authority to purchase and financial capacity

9. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality provisions

10. Tax Matters: Allocation of tax liabilities and responsibilities for filing requirements

11. Notices: Process and contact details for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanisms

13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in the sale on same terms - include when other shareholders retain stakes

2. Drag-Along Rights: Rights forcing minority shareholders to join the sale - include when majority shareholder is selling

3. Employee Matters: Provisions regarding retention of key employees - include when management/key personnel are crucial

4. Intellectual Property: Special provisions for IP rights - include when company has significant IP assets

5. Related Party Transactions: Provisions dealing with existing related party arrangements - include when such arrangements exist

6. Environmental Matters: Special warranties for environmental compliance - include for industries with environmental impacts

7. Foreign Investment Provisions: Additional provisions required for foreign buyers - include when buyer is non-Saudi

8. Competition Compliance: Specific provisions regarding competition law - include for large/market-significant transfers

Suggested Schedules

1. Share Details: Schedule detailing the exact shares being transferred, including share certificate numbers and class rights

2. Completion Requirements: Detailed list of documents and actions required for completion

3. Warranties: Detailed warranties given by the Seller regarding the company and its business

4. Company Information: Key company details including assets, contracts, employees, and financial information

5. Encumbrances: List of any existing charges or encumbrances on the shares or company assets

6. Related Party Contracts: List of all contracts with related parties that will continue post-completion

7. Required Consents: List of third-party and regulatory consents required for the transfer

8. Disclosure Letter: Seller's disclosures against the warranties

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






































Clauses



























Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Retail

Professional Services

Financial Services

Construction

Energy

Telecommunications

Education

Hospitality

Transportation

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Corporate Secretariat

Mergers & Acquisitions

Business Development

Risk Management

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Business Development Director

Investment Manager

Compliance Officer

Corporate Governance Officer

Finance Director

Board Member

General Counsel

Commercial Director

Mergers & Acquisitions Manager

Company Secretary

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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