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Founder Shareholder Agreement

Founder Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for a UAE mainland tech startup with three founders (two foreign, one local partner), incorporating a 10% ESOP pool and specific provisions for future Series A funding planned for March 2025."

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Document background
The Founder Shareholder Agreement serves as a critical document in the establishment and governance of new companies in the UAE. It is typically used when two or more founders come together to establish a business venture, whether in the UAE mainland or in one of its many free zones. The agreement needs to comply with UAE Federal Commercial Companies Law No. 2 of 2015 (as amended) and must address specific local requirements such as foreign ownership restrictions or local partner requirements where applicable. This document covers essential aspects including share ownership, management structure, profit distribution, decision-making processes, transfer restrictions, and exit mechanisms. It's particularly important in the UAE context due to the unique regulatory environment and the need to balance international business practices with local legal requirements.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

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

5. Company Management: Board composition, appointment rights, and management structure

6. Shareholder Matters and Reserved Matters: Decision-making processes and matters requiring special approval

7. Business of the Company: Scope of business activities and territory

8. Funding and Capital Requirements: Provisions for additional funding, capital calls, and shareholder loans

9. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights

10. Exit Provisions: Mechanisms for exit including IPO, sale, put/call options

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Deadlock Resolution: Procedures for resolving shareholder deadlocks

14. Term and Termination: Duration of agreement and termination circumstances

15. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

Optional Sections

1. Intellectual Property Rights: Required when significant IP is involved or needs to be transferred to the company

2. Employee Share Option Pool: Include when planning employee share schemes

3. Anti-Dilution Protection: Important for companies planning future investment rounds

4. UAE Local Partner Provisions: Required when involving UAE local partner arrangements

5. Shareholder Services: Include when shareholders will provide specific services to the company

6. Digital Assets and Cryptocurrency: Required for tech companies dealing with digital assets

7. Environmental Compliance: Important for companies in industries with environmental impact

8. Related Party Transactions: Include when shareholders have other business interests that may interact with the company

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, address, and current directors

2. Schedule 2 - Initial Shareholding Structure: Detailed breakdown of share ownership and share classes

3. Schedule 3 - Business Plan: Initial business plan and financial projections

4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval

5. Schedule 5 - Tag and Drag Along Rights: Detailed procedures for tag and drag along rights

6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7 - Initial Directors: List of initial directors and their details

8. Schedule 8 - Valuation Methodology: Agreed methods for company valuation in various circumstances

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

alex.den.21@genieai.co
Relevant legal definitions
































































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Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Real Estate

Manufacturing

Professional Services

Retail

Education

Media and Entertainment

Food and Beverage

Logistics

Construction

Tourism and Hospitality

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Board of Directors

Executive Leadership

Corporate Governance

Business Development

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Corporate Lawyer

Investment Manager

Company Secretary

Chief Financial Officer

Business Development Director

Compliance Officer

Board Member

General Counsel

Founder

Co-Founder

Corporate Affairs Manager

Legal Director

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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