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Limited Company Partnership Agreement for United Arab Emirates

Limited Company Partnership Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes and regulates the relationship between partners in a limited liability company. This agreement outlines the fundamental aspects of the partnership including capital contributions, profit sharing, management structure, and partner obligations in accordance with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and its amendments. The document ensures compliance with UAE regulatory requirements while protecting partners' interests and providing a clear framework for company operations and governance.

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Limited Company Partnership Agreement

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What is a Limited Company Partnership Agreement?

The Limited Company Partnership Agreement is a foundational document required when establishing a limited liability company in the United Arab Emirates. This document is essential for businesses seeking to operate under the UAE's commercial framework and must comply with Federal Law No. 2 of 2015 (Commercial Companies Law) and its amendments, including Federal Law No. 32 of 2021. The agreement details crucial aspects such as capital structure, management rights, profit distribution, and partner obligations. It's particularly relevant for both local and foreign investors looking to establish a formal business presence in the UAE, whether in mainland jurisdictions or free zones. The document serves as the primary reference point for partner relationships and company governance, ensuring clarity in operations and compliance with local regulations.

What sections should be included in a Limited Company Partnership Agreement?

1. Parties: Identifies all partners entering into the agreement, including full legal names, addresses, and identification details as per UAE requirements

2. Background: Outlines the context of the partnership formation and the partners' intention to establish a limited liability company

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation and Registration: Details of company registration, trade name, and compliance with UAE Commercial Companies Law

5. Business Purpose: Specifies the authorized business activities of the company as per UAE licensing requirements

6. Capital and Shares: Details of capital contribution, share distribution, and payment terms in accordance with UAE minimum capital requirements

7. Management Structure: Defines the management framework, appointment of managers, and decision-making processes

8. Partners' Rights and Obligations: Outlines the rights, duties, and responsibilities of all partners

9. General Assembly Meetings: Procedures for conducting partner meetings and voting mechanisms

10. Financial Matters: Covers profit distribution, losses, accounting practices, and financial reporting requirements

11. Transfer of Shares: Procedures and restrictions for transferring shares, including UAE pre-emption rights

12. Term and Termination: Duration of the partnership and circumstances for termination

13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

14. Confidentiality: Obligations regarding company and partner confidential information

15. Governing Law and Jurisdiction: Confirms UAE law application and dispute resolution mechanisms

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

What sections are optional to include in a Limited Company Partnership Agreement?

1. Non-Competition: Restrictions on partners' involvement in competing businesses, used when partners have other business interests

2. Intellectual Property Rights: Provisions for IP ownership and licensing, included when the business involves significant IP assets

3. Key Performance Indicators: Performance metrics for managing partners, used in performance-based management structures

4. Deadlock Resolution: Specific procedures for resolving partner disputes, important for 50/50 partnerships

5. Tag-Along and Drag-Along Rights: Share transfer provisions for minority protection, used in complex ownership structures

6. Power of Attorney: Authorization for specific partners to act on behalf of others, useful for international partnerships

7. Employee Profit Sharing: Framework for employee participation in profits, if applicable to the business model

8. Islamic Finance Compliance: Additional provisions ensuring Sharia compliance, if required

What schedules should be included in a Limited Company Partnership Agreement?

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contribution and payment schedule

2. Schedule 2: Share Capital and Distribution: Complete share allocation table and profit distribution mechanism

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Management Structure Chart: Organizational structure and reporting lines

5. Schedule 5: Authorized Signatories: List of authorized signatories and their signing powers

6. Schedule 6: Reserved Matters: Decisions requiring special approval or unanimous consent

7. Appendix A: Company License and Registration Documents: Copies of official company registration and licenses

8. Appendix B: Partners' Identification Documents: Copies of partners' identification and registration documents

9. Appendix C: Specimen Signatures: Official signature specimens of all partners and authorized signatories

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

Cost

Free to use
Relevant legal definitions










































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Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Real Estate

Healthcare

Education

Construction

Hospitality

Trading

Consulting

Financial Services

Logistics

E-commerce

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Business Development

Operations

Executive Leadership

Administrative

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Company Secretary

Chief Financial Officer

Business Development Manager

Corporate Lawyer

Compliance Officer

Investment Manager

Board Member

Partner

Shareholder

General Manager

Operations Director

Risk Manager

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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