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Share transfer agreement template (Word & PDF)
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For a seller and a buyer transferring shares in a limited liability company, and the counsel recording the price and closing. Saudi pre-emption under Article 178 is summarised. Filing steps are described generally.
Sources: 2 official sourcesNot legal advice
What this template includes
Pre-emption and registry steps may come before signing
A share transfer in Arabic and English to sell or transfer shares in a limited liability company in Saudi Arabia, the UAE, Qatar, Bahrain, Oman and Kuwait. It transfers ownership of shares, not incorporation, which is the memorandum of association, and not a partnership without a company, which is the partnership agreement. A transfer may need a partners' resolution. For limited liability company, pre-emption (shuf'a) and beneficial owner. This is a starting point. Have it reviewed by a lawyer licensed in the relevant jurisdiction before you use it.
What the share transfer records
The company and the shares sold, the price and payment, closing conditions, limited representations, and a reference to a partners’ resolution if needed. In Saudi Arabia a partner may transfer to another partner on the memorandum’s terms. A transfer to a third party is notified through the manager, and each partner may buy the share within thirty days, with a valuer if the price is disputed (Article 178).[1] Registry or notary steps differ by country and emirate. This page states no fee or timeline.
- No VAT rate or market valuation is hard-coded in this file.
- UAE: LLC share transfer and pre-emption are under review.[2]
- Qatar, Bahrain, Kuwait and Oman: under review. No article number.
The template
Share transfer agreement
Sale or transfer of shares in a limited liability company in the GCC. Replace every [bracketed phrase]. This is a starting point. Have it reviewed by a lawyer licensed in the relevant jurisdiction before you use it.
Made on [date] between [seller] (the “Seller”) and [buyer] (the “Buyer”). The company: [company name] LLC, CR [●], share capital [●] (the “Company”).
The Seller transfers to the Buyer [●] share(s), representing [●]% of the capital, numbered [●] in the partners’ register.
Total price [●] [figures and words]. Payment: [lump sum / instalments] on [●]. No tax rate is hard-coded in this file.
Closing on [●] after: [partners’ resolution if required / pre-emption notice / authority approval]. Use the partners' resolution if a resolution is needed.
Drafting note
In Saudi Arabia pre-emption is managed under Article 178 before completing a sale to a non-partner.[1]
The Seller represents that it owns the shares free of any pledge or attachment known to it, and that the transfer does not breach the memorandum except as satisfied here.
The parties cooperate on filing or notarisation with [register / notary / platform] in [●]. This page states no fees or timelines.
The parties undertake to disclose the beneficial owner under the law in force in the state.
Governed by the laws of [●] and the courts of [●].
Signed: Seller [●], Buyer [●], Company if required [●].
Saudi Arabia notes
| Topic | Text |
|---|---|
| Transfer | A partner may transfer to another partner on the memorandum’s terms. A transfer to a third party is notified through the manager, and each partner may buy the share within thirty days, with a valuer if the price is disputed (Article 178).[1] |
United Arab Emirates notes
| Topic | Text |
|---|---|
| LLC transfer and pre-emption | Under review. No article number in this file.[2] |
Qatar, Bahrain, Kuwait and Oman
- Qatar: under review. No article number.
- Bahrain: under review. No article number.
- Kuwait: under review. No article number.
- Oman: under review. No article number.