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Stock Transfer Restriction Agreement
I need a Stock Transfer Restriction Agreement for my UAE-based family business that prevents shares from being transferred outside the family and includes specific provisions for succession planning, with the agreement taking effect from January 2025.
1. Parties: Identification of the company, existing shareholders, and any other parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the transfer restrictions
3. Definitions: Key terms used throughout the agreement, including technical and legal definitions
4. Transfer Restrictions: Core restrictions on the transfer of shares, including prohibited transfers and general limitations
5. Right of First Refusal: Detailed process for offering shares to existing shareholders before external sale
6. Permitted Transfers: Specific circumstances where transfers are allowed without triggering restrictions
7. Valuation Mechanism: Method for determining share value for transfer purposes
8. Transfer Process: Step-by-step procedures for implementing permitted transfers
9. Company Obligations: Company's responsibilities in managing and recording share transfers
10. Termination: Circumstances and process for terminating the agreement
11. Governing Law and Jurisdiction: Specification of UAE law application and dispute resolution procedures
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
3. Family Transfer Provisions: Special provisions for family-owned businesses regarding intergenerational transfers
4. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
5. Death and Incapacity: Special provisions for transfer of shares upon death or incapacity of shareholders
6. Electronic Transfer Provisions: Procedures for electronic registration and transfer of shares where applicable
7. Free Zone Specific Provisions: Additional requirements if the company operates in a UAE free zone
1. Share Transfer Notice Form: Standard form for shareholders to notify intention to transfer shares
2. Deed of Adherence: Form for new shareholders to agree to be bound by the agreement
3. Valuation Procedures: Detailed procedures for share valuation, including appointment of valuers
4. Shareholder Details: Current list of shareholders and their respective shareholdings
5. Company Information: Key company details including registration information and share capital structure
6. Transfer Approval Process: Flowchart or detailed steps for the transfer approval process
7. Regulatory Requirements: List of applicable UAE regulatory requirements and compliance procedures
Authors
Financial Services
Family Business
Professional Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Construction
Hospitality
Trading
Investment Companies
Legal
Compliance
Corporate Governance
Finance
Executive Leadership
Board Secretariat
Shareholder Relations
Risk Management
Corporate Affairs
Investment
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Managing Director
Shareholder Relations Manager
Investment Manager
Corporate Governance Officer
Business Development Director
Financial Controller
Risk Manager
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