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Share Transfer Deed Form Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Transfer Deed Form

"I need a Share Transfer Deed Form for transferring 1,000 ordinary shares in my Dubai-based LLC to a foreign investor, with completion scheduled for March 15, 2025, including provisions for regulatory approval from the DED."

Document background
The Share Transfer Deed Form is a crucial document used in the United Arab Emirates when transferring ownership of shares between parties in a company. This document is essential for compliance with UAE Federal Law No. 32 of 2021 and must be prepared in accordance with local regulatory requirements. The deed is typically required when shareholders wish to sell or transfer their shares, during corporate restructuring, or as part of succession planning. It contains detailed information about the transferor, transferee, the shares being transferred, consideration amount, and various warranties and representations. The document must be properly executed and often requires notarization and registration with relevant UAE authorities, including the Department of Economic Development in the respective emirate. Free zone companies may have additional or specific requirements based on their governing regulations.
Suggested Sections

1. Parties: Details of the Transferor (selling shareholder) and Transferee (purchasing shareholder), including full legal names, addresses, and identification details as per UAE requirements

2. Background: Brief description of the company whose shares are being transferred, its registration details, and the context of the transfer

3. Definitions: Key terms used throughout the deed, including 'Shares', 'Company', 'Transfer Date', and other relevant definitions

4. Details of Transfer: Specific details of the shares being transferred, including number, class, and nominal value of shares

5. Consideration: The agreed purchase price and payment terms for the share transfer

6. Completion: The mechanics of completing the transfer, including timing and delivery of documents

7. Transferor's Warranties: Standard warranties given by the transferor regarding ownership, right to transfer, and absence of encumbrances

8. Transfer Registration: Requirements for registering the transfer with relevant UAE authorities and updating the company's share register

9. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant emirate courts' jurisdiction

10. Execution: Formal execution blocks for parties' signatures, witnesses, and any required notarization

Optional Sections

1. Board Approval: Section confirming board approval where required by articles of association

2. Pre-emption Rights Waiver: Where other shareholders have waived their pre-emption rights

3. Regulatory Approvals: For transfers requiring specific regulatory approvals (e.g., in regulated sectors)

4. Tax Clearance: Where tax clearance certificates are required for the transfer

5. Share Certificates: Details of physical share certificates if applicable

6. Power of Attorney: Where execution is by authorized representative

7. Non-Competition: Restrictions on transferor's future business activities if agreed

Suggested Schedules

1. Share Details Schedule: Detailed breakdown of shares being transferred, including share certificate numbers and distinctive numbers

2. Company Information: Certified copy of company's commercial license and registration details

3. Board Resolution: Copy of board resolution approving the transfer (if applicable)

4. Shareholder Resolution: Copy of shareholder resolution approving the transfer (if required)

5. Payment Schedule: If payment is to be made in installments or subject to conditions

6. Required Regulatory Approvals: Copies of all regulatory approvals obtained for the transfer

7. Share Transfer Forms: Standard form share transfer documents required by UAE authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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