Share purchase agreements in the UAE

Identify the exact target, shares, ownership percentage and rights being transferred. Review registers, constitutional documents, securities and restrictions on transfer. If the seller acts through a company or representative, establish its authority and the approvals required. The buyer needs evidence of what the seller can validly transfer, not just a contractual promise of ownership.

The target may own subsidiaries, licences, IP and contracts that give the business its value. Map those assets and any items excluded from the intended deal. A seller’s assumption that a founder-owned trademark belongs to the company can materially change the transaction. Decide which corrective transfers or permissions must occur before the shares are purchased. Make the price, share schedule, disclosure letter and completion checklist work together. If diligence reveals a specific liability, decide how that finding changes the deal instead of relying only on a standard warranty list. Use the wider M&A guide to plan the transaction workstreams. If the company itself is receiving new funding, compare an investment agreement.

Organise diligence around legal, financial, tax, employment, commercial and regulatory matters. The data room should preserve versions and clarify unanswered requests. Material findings may require a price adjustment, an indemnity, a completion condition or a decision not to proceed. A long warranty list does not replace investigating a known issue.

Warranties and disclosures work together. The seller should disclose exceptions clearly against the relevant statements, with the agreed evidential standard. The buyer should understand limits, claim procedures and the seller’s ability to pay a valid claim. Broad assurances with a weak recovery position may be less useful than resolving a serious problem before completion.

A fixed price, completion accounts, deferred consideration or earn-out each creates different verification and dispute questions. Specify financial definitions, preparation responsibility and the process for disagreements. An earn-out should address control of the business and accounting practices during the measurement period so neither side relies on a result it cannot fairly assess.

Conditions may include regulatory approvals, third-party consents, release of security or rectification of records. Establish deadlines, responsibility for applications and what happens if a condition is not satisfied. Signing and completion can be separate events. Avoid giving the buyer practical control prematurely while legally important approvals or transfer steps remain outstanding.

Prepare a completion checklist covering payment, transfers, approvals, register updates, resignations or appointments and handover. The required transfer process depends on the target’s legal form and registrar. A private signature alone should not be presented as universal proof that legal ownership has moved.

After completion, allocate responsibility for filings, beneficial ownership, banking mandates, customer notices and surviving covenants. Seller restrictions and transitional support require careful scope. Preserve diligence, disclosure and execution records so a later claim can be evaluated against the agreed transaction rather than an incomplete recollection of negotiations.

The target company’s legal form and registrar determine essential ownership-transfer requirements. Review Commercial Companies Law 32/2021 with its 20/2025 amendments where applicable, and the current DIFC or ADGM framework for a relevant target. Federal Civil Transactions Law 25/2025 took effect on 1 June 2026, replacing 5/1985, and may inform contractual obligations subject to dates and special rules. The SPA’s chosen law does not dispense with transfer approvals, register updates or third-party change-of-control requirements.

Use a closing record showing satisfied conditions, approvals, payments, transfer documents and the ownership evidence accepted by the relevant registrar. Confirm any required authentication and the authority of sellers and buyers. The target’s management, bank mandates and beneficial-owner information may also need updates. Keep diligence and disclosures alongside the signed SPA, and assign post-completion adjustments or seller-support obligations. This record distinguishes a promise to transfer from the evidence that the agreed ownership change was completed.