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Company Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Shareholder Agreement

"I need a Company Shareholder Agreement for a UAE mainland technology company with three shareholders (one local partner with 51% and two foreign investors), including specific provisions for intellectual property protection and a planned exit strategy by January 2025."

Document background
A Company Shareholders Agreement is a fundamental document for any UAE company with multiple shareholders, whether established in mainland UAE or in one of its free zones. This agreement becomes essential when incorporating a company or when new shareholders join an existing entity, providing a comprehensive framework for shareholder relationships and corporate governance. The document must comply with UAE Federal Law No. 32 of 2021 and other relevant UAE regulations, including specific requirements for local ownership in mainland companies where applicable. It typically covers share ownership, transfer restrictions, management rights, profit distribution, dispute resolution, and exit mechanisms, while considering UAE-specific commercial and legal practices. The agreement serves as a crucial tool for preventing and resolving shareholder disputes while ensuring smooth company operations within the UAE legal framework.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including full legal names and addresses

2. Background: Context of the agreement, company formation details, and purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Share Capital and Shareholding: Details of share capital, classes of shares, and shareholding percentages

5. Shareholder Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

6. Management and Corporate Governance: Board composition, appointment rights, management structure, and decision-making processes

7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

8. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights

9. Tag-Along and Drag-Along Rights: Mechanisms for collective sale and minority shareholder protection

10. Dividend Policy: Framework for profit distribution and dividend declarations

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

12. Termination: Circumstances and procedures for terminating the agreement

13. Confidentiality: Protection of company and shareholder confidential information

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances, relevant for companies planning future funding rounds

2. Shareholder Loans: Terms for shareholder financing, needed when shareholders may provide additional funding

3. Non-Compete and Non-Solicitation: Restrictions on competitive activities, important for closely-held companies

4. Intellectual Property Rights: IP ownership and protection provisions, crucial for technology or IP-driven companies

5. UAE Local Partner Provisions: Specific provisions for UAE local partner arrangements, required for mainland companies with foreign ownership

6. Employee Share Scheme: Framework for employee share ownership, relevant if company plans to offer shares to employees

7. Exit Strategy: Detailed procedures for IPO or company sale, important for growth-focused companies

8. Family Succession Provisions: Succession planning clauses, relevant for family-owned businesses

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholding

2. Schedule 2: Initial Business Plan: Company's initial business objectives, strategy, and financial projections

3. Schedule 3: Reserved Matters List: Detailed list of decisions requiring special approval

4. Schedule 4: Board Matters: Detailed procedures for board meetings and decision-making

5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6: Fair Value Calculation: Methodology for share valuation in transfer scenarios

7. Schedule 7: Competing Business List: List of businesses considered competitors (if non-compete provisions included)

8. Appendix A: Share Transfer Notice: Template for notice of intention to transfer shares

9. Appendix B: Tag-Along Notice: Template for exercising tag-along rights

10. Appendix C: Power of Attorney: Standard form of power of attorney for share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































Clauses








































Relevant Industries

Technology

Real Estate

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Construction

Hospitality

Education

Media and Entertainment

Energy

Transportation and Logistics

E-commerce

Consulting

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Company Secretariat

Business Development

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

Chief Legal Officer

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Finance Director

Business Development Director

Investment Manager

Compliance Officer

Risk Manager

Company Director

Shareholder Representative

Corporate Governance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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