Company share transfer contract template

Company Share Transfer Contract

Contract no.: Contract number

Date: Contract date

Place: City of signing

Parties

First Party (Transferor): First party name, CR / ID no. First party CR, national address: First party address, e-mail: First party e-mail, mobile: First party mobile, represented by First party signatory as First party signatory title.

Second Party (Transferee): Second party name, CR / ID / freelance document no. Second party CR, VAT no.: Second party VAT no., national address: Second party address, e-mail: Second party e-mail, mobile: Second party mobile, represented by Second party signatory as Second party signatory title.

Article 1: Recitals and definitions

1.1 Whereas the Transferor owns shares in Company name, a Company type with commercial registration no. Commercial registration, and wishes to transfer them, the parties agree as follows.

1.2 The recitals and schedules form an integral part of this Contract and are read with it. In a conflict, this Contract prevails, then the schedules in numerical order.

1.3 "Business Day" means any day other than Friday, Saturday and an official holiday in the Kingdom of Saudi Arabia. "Laws" means the laws and regulations in force in the Kingdom.

1.4 Each party confirms that it has legal capacity to contract, that its signatory is authorised, and that entering into this Contract breaches no other obligation binding on it.

Article 2: Shares and price

| Item | Details |

| --- | --- |

| Number of shares | Number of shares |

| Nominal value | Nominal value |

| Share of capital | Share percentage% |

| Price | SAR Total contract value |

2.1 The price is paid: Price payment method, to IBAN IBAN; each party bears its own taxes and obligations, and the zakat and tax due on the disposal apply by each party's status.

Article 3: Pre-emption and approvals

3.1 If the Company is a limited liability company, the Transferor shall give the other partners pre-emption under the Companies Law and the articles, after telling them the deal's terms and once the statutory period passes or they waive in writing.

3.2 The transfer binds the company and third parties only after it is entered, the articles are amended with the Ministry of Commerce and published, and other approvals are obtained where needed, such as the Ministry of Investment or regulators if there is a foreign partner or a regulated activity.

3.3 The parties shall cooperate in signing the documents with the authorities within Completion period. If the conditions are not met in time, either may terminate and the price is returned.

Article 4: Representations and warranties

4.1 The Transferor confirms that it owns the shares, they are paid up and free from pledge, seizure or option, the latest accounts are true, the Company is up to date on zakat, tax and social insurance, and no material claims exist except: Material claims and liabilities.

4.2 The Transferee confirms that it is eligible to own, has seen the articles and accounts, and accepts what attaches to the shares after entry.

4.3 The Transferor shall compensate any direct loss from an untrue warranty for Warranty period, up to the price of the shares.

Article 5: Profit, management and exit

5.1 Profit on the shares up to Effective date is the Transferor's, and later profit the Transferee's. Past management responsibility stays with those who held it.

5.2 The Transferor resigns from management posts on request: Resignations, returns company documents it holds, and does not compete for Non-compete period if so stated.

5.3 The Transferor is not released from personal guarantees unless the creditor consents: Personal guarantees.

Article 6: Breach and its effects

6.1 A breach notice is in writing, states the obligation breached, what is needed to cure it and a reasonable time of at least 15 days, unless this Contract sets another period. No notice is needed if cure is impossible or the party at fault has said it will not perform.

6.2 Each party may withhold its corresponding obligation that has fallen due if the other has not performed its own, unless that would run against good faith or the failure is minor, under the Civil Transactions Law.

6.3 The injured party shall make reasonable efforts to limit its loss and is not compensated for what it could have avoided. Compensation follows proved loss. Nothing is charged as compensation or increase merely for lateness in paying a sum of money, and the actual costs awarded by the competent authority may be claimed.

6.4 On termination the parties are restored as far as possible, each answering for what it actually benefited from. This Contract does not affect statutory limitation periods or the terms that survive its end by their nature.

Article 7: Documents, correspondence and proof

7.1 Each party keeps a copy of this Contract, its schedules, payment receipts and handover reports for at least 5 years after it ends, or any longer statutory period.

7.2 Correspondence through the e-mail or mobile at the head of this Contract, and approved government platforms, is proof where it can be attributed to its sender, under the Electronic Transactions Law and the Evidence Law. Nothing said orally changes this Contract.

7.3 The party receiving money gives a receipt for each sum, stating what it covers. No payment is a final release unless that is stated in writing.

Article 8: Successors and third parties

8.1 This Contract binds the parties and their lawful successors, within the limits of any estate, unless a party's person was central to contracting. On death, the heirs or their representative shall tell the other party within a reasonable time, and rights are settled under Sharia and the Laws.

8.2 This Contract creates no right for anyone other than the parties unless stated. A party's dealing with what is its own does not affect the other's rights here, and nothing can be raised against a third party in good faith who did not know of it until it is documented or registered where that is required.

Article 9: Confidentiality

9.1 Each party shall keep the other's non-public information confidential, use it only to perform this Contract, and disclose it only to staff and advisers who need it and are bound by confidentiality.

9.2 This excludes information that is public through no fault of the recipient, or that a competent authority lawfully requires, provided the other party is told where possible. The duty lasts 3 years after the Contract ends, and information is returned or destroyed on request.

Article 10: Personal data protection

10.1 The parties shall comply with the Personal Data Protection Law and its regulations. Where the Transferee processes personal data for the Transferor, it acts as processor and processes it only on the Transferor's written instructions and for the purpose of this Contract.

10.2 The Transferee shall apply suitable security and technical measures, limit access to those who need it, and use a sub-processor only with the Transferor's prior written approval and on equivalent terms.

10.3 The Transferee shall notify the Transferor of any leak or unauthorised access without delay and within 24 hours of becoming aware, with the information the Transferor needs to report to the competent authority within the statutory 72 hours.

10.4 Data leaves the Kingdom only in line with the statutory controls. When the Contract ends, data is returned or securely deleted within 30 days unless a law requires it to be kept.

Article 11: Force majeure and exceptional circumstances

11.1 A party is not liable for delay or failure caused by an event beyond its control that was unforeseeable and unavoidable, provided it notifies the other within 7 days and makes reasonable efforts to limit the effect. Force majeure does not excuse paying what fell due before it occurred.

11.2 Affected obligations are suspended for the duration. If the event lasts more than 60 days, either party may terminate by written notice, with payment for work actually performed.

11.3 If unforeseeable general exceptional circumstances make performance so onerous as to threaten a heavy loss, the affected party may request renegotiation without delay while continuing to perform, as provided by the Civil Transactions Law.

Article 12: General provisions

12.1 Notices are in writing and sent to the addresses at the head of this Contract; the registered e-mail is valid, and a notice counts as received on the next Business Day. Each party shall report any change of address.

12.2 Neither party may assign this Contract or subcontract without the other's prior written approval, and it remains responsible for its subcontractors.

12.3 Delay in using a right does not waive it, and this Contract changes only by a signed written annex. If a provision is void the rest stays in force, unless that provision was the reason for contracting.

12.4 The parties shall comply with the rules against bribery, corruption and money laundering. Neither is the agent, partner or employer of the other, and each bears the obligations of its own staff.

12.5 This Contract may be signed electronically under the Electronic Transactions Law, and electronic signatures and records have their legal force. It is made in two copies, one for each party.

Article 13: Governing law and disputes

13.1 This Contract is governed by the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law, and in a manner consistent with Islamic Sharia.

13.2 The parties shall try to settle any dispute amicably through their representatives within 30 days of notice, and may then use conciliation through the Taradhi platform.

13.3 If it remains unresolved, it shall be decided by: Forum: the competent courts in the city of ... / arbitration under the rules of the Saudi Center for Commercial Arbitration, seated in .... The parties shall keep performing whatever the dispute does not affect.

13.4 Where made in Arabic and English, the Arabic text prevails in any difference.

Schedules

• Schedule 1: articles of association, registration and financial statements.

• Schedule 2: partners' approvals or waivers of pre-emption.

Signatures

The parties sign this Contract after reading and accepting all of its terms.

| First Party (Transferor) | Second Party (Transferee) |

| --- | --- |

| Name: First party signatory | Name: Second party signatory |

| Signature: First party signature | Signature: Second party signature |

| Date: Signing date | Date: Signing date |

| First witness | Second witness |

| --- | --- |

| Name: First witness name | Name: Second witness name |

| ID: First witness ID | ID: Second witness ID |

| Signature: First witness signature | Signature: Second witness signature |