16 Mar
16Mar

It is very usual for a Developers in UAE firm to pass shares to another shareholder, either as a donation or by a deal. Transfers of business stock are uncommon in private companies; however, different situations may result in the assignment of shares. There are some of them: 

  • Shares are assigned to a partner.
  • Transferring shares to a pension plan or another tax-advantaged vehicle
  • Shares are assigned to children as part of a tax policy, or the company is handed on to the next generation.
  • When an existing shareholder dies, the shares are passed to the next shareholder.
  • An arrangement between two owners or business partners to transfer their shares is known as a share transfer agreement.
  • As part of a reorganization of the company's structure,
  • To free up funds for a specific reason
  • When a couple separates, a civil union dissolves, or a divorce occurs, the shares are assigned.

 A share swap arrangement in UAE must be drafted before agreeing to buy or acquire company shares, particularly if the amount requested by the current shareholder is symbolic. It must also include conditions of the company's dissolution that all other shareholders must consent to. 

The following are important clauses to include:

  • Payment and price
  • Arrangements for completion
  • The selling is subject to certain conditions.
  • Indemnities and guarantees
  • Restraints and non-compete clauses
  • Certain provisions or miscellaneous clauses

What does a share transfer deal not cover?

 When only a fraction of a company's shares are being sold, the buyer or assignee must negotiate an understanding with the current shareholders. It's normally achieved by a lease, deed, or accession under which the customer is bound by the current shareholders' agreement. It's also possible to make a whole new shareholders' agreement. Following the transaction, the shareholders agreement would clarify the arrangement between the shareholders and the corporation. The equity transfer arrangement will, more frequently than not, not contain any of the specifics of the transaction. Instead, a share swap deal in the United Arab Emirates will be used as the instrument for transferring business shares. When declaring a change of ownership with the local authority, the corporation or organization may depend on this paper. Even then, the equity swap arrangement will contain the terms of the company's stock sale. 

Is it appropriate to have completion agreements in effect of a UAE share transfer agreement?

 Sale completion can happen immediately after the signature of a share sale deal, or it can happen later when the shares are finally exchanged. When the purchaser must complete certain duties before the transaction can be concluded, the sale can be completed a few weeks after the share conversion and share sale agreements are signed. Regardless to whether relevant parties intend to complete the project, the agreement must provide a description of when it will be completed. In a share transfer deal, completion agreements must provide clarification about what the contracting parties are needed or supposed to do after the completion. For example, the seller may be required to include certain share certificates or contractual declarations, and the buyer may be required to pay the full selling price or a part of it. Other events, such as the singing of company resolutions and the filing of appropriate regulatory notices, will occur both before and after the completion. 

In the United Arab Emirates, what are warranties and indemnities for equity transfer agreements?

 Aside from the required clauses such as payment conditions and the assignment of shares to a new owner, guarantees and indemnities are also relevant provisions of a share transfer arrangement in the UAE. They provide the assignee or holder of shares with assurance about the company's shares. 

Warranties and indemnities cover a broad variety of topics, including:

 The purchaser holds the business shares that are being purchased and has the power to sell or assign them. Company guarantees – that the vendor has not left something hidden to the customer that may materially change the worth of the business shares being sold; Share capital is the amount of money that the assignor or purchaser of shares promises to bring into the business. Warranties may cover a variety of different facets of a company. 

There may be guarantees on the Real Estate Companies in Dubai finances, properties, and main contracts, as well as the fact that no lawsuit is currently affecting the company. In certain cases, the clause also states that the sale of shares is not an act that violates any existing relationship between the owners and the corporation. 

While it is common for buyers or assignees to demand warranties and indemnities from the seller or assignor, it is often prudent for the seller to qualify them. Call Notary Public Dubai today to ensure the proper production of corporate records, especially the notarization of share transfer agreements in the UAE!

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