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Investment Contract for United Arab Emirates

Investment Contract Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the terms and conditions for an investment transaction between investors and a target company or business. This document incorporates provisions compliant with UAE Federal Laws, including the Companies Law and Foreign Direct Investment Law, and may include considerations for free zone regulations where applicable. It details investment amount, shareholding rights, governance structure, warranties, representations, and exit mechanisms, while ensuring compliance with local regulatory requirements and optional Sharia principles where relevant.

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What is a Investment Contract?

The Investment Contract serves as the primary legal instrument for structuring and documenting investment transactions in the United Arab Emirates. It is typically used when investors seek to acquire equity or other forms of ownership interest in UAE-based companies, whether in mainland UAE or free zones. The document must comply with UAE Federal Law No. 32 of 2021 (Companies Law) and related investment regulations, including foreign ownership restrictions where applicable. The contract outlines crucial elements such as investment terms, valuation, governance rights, protective provisions, and exit mechanisms. It can be adapted for various investment types, from venture capital and private equity to strategic corporate investments, and may include Sharia-compliant provisions when required. The document is essential for protecting both investor and investee interests while ensuring regulatory compliance in the UAE business environment.

What sections should be included in a Investment Contract?

1. Parties: Identification of all parties to the investment contract, including full legal names and addresses

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, payment terms, and valuation

5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective

6. Completion Mechanics: Process and requirements for completing the investment transaction

7. Warranties and Representations: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties post-investment

9. Corporate Governance: Management rights, board composition, and voting rights

10. Information Rights: Investor's rights to financial and operational information

11. Transfer Restrictions: Limitations on transfer of shares or interests

12. Exit Rights: Provisions for exit mechanisms including tag-along and drag-along rights

13. Confidentiality: Protection of confidential information and trade secrets

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction details

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

What sections are optional to include in a Investment Contract?

1. Sharia Compliance: Required if the investment needs to be Sharia-compliant, detailing specific Islamic finance requirements

2. Anti-dilution Protection: Include when protecting against future dilution of investor's stake is required

3. Free Zone Provisions: Required if the investment involves entities in UAE free zones

4. Regulatory Compliance: Include when specific regulatory approvals or compliance is required

5. Employee Matters: Include when the investment impacts employee ownership or option plans

6. Intellectual Property Rights: Required when IP is a significant component of the investment value

7. Environmental Compliance: Include for investments in industries with environmental impact

8. Foreign Ownership Provisions: Required when dealing with foreign investment restrictions

What schedules should be included in a Investment Contract?

1. Schedule 1 - Capitalization Table: Current and post-investment shareholding structure

2. Schedule 2 - Warranties: Detailed list of warranties given by the company and founders

3. Schedule 3 - Company Information: Detailed corporate information including licenses and permits

4. Schedule 4 - Business Plan: Detailed business plan and use of investment proceeds

5. Schedule 5 - Key Performance Indicators: Specific performance metrics and targets

6. Appendix A - Form of Board Resolution: Template for required corporate approvals

7. Appendix B - Completion Checklist: List of documents and actions required for completion

8. Appendix C - Management Accounts: Recent financial statements and management accounts

Authors

Alex Denne

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

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


































Clauses



































Relevant Industries

Technology

Real Estate

Healthcare

Financial Services

Manufacturing

Retail

Energy

Infrastructure

Tourism

Education

Logistics

E-commerce

Agricultural Technology

Renewable Energy

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Board Secretariat

Strategy

Corporate Affairs

Treasury

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Corporate Lawyer

Business Development Director

Investment Analyst

Company Secretary

Compliance Officer

Board Member

Managing Director

Finance Director

Portfolio Manager

Risk Manager

Strategy Director

Industries








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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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