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New Shareholder Agreement

New Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a UAE mainland technology company with three founding shareholders (two UAE nationals and one foreign investor), incorporating specific provisions for technology IP protection and future funding rounds anticipated in March 2025."

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Document background
A New Shareholders Agreement is a foundational document used when establishing or restructuring shareholder relationships in a UAE company. It becomes particularly relevant when forming a new company, admitting new shareholders, or formalizing existing shareholder arrangements. The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including foreign ownership restrictions for mainland companies or specific free zone regulations where applicable. The document typically includes detailed provisions on corporate governance, share transfer restrictions, minority shareholder protections, and dispute resolution mechanisms. It serves as a crucial tool for preventing and resolving potential conflicts between shareholders while ensuring smooth company operations under UAE law.
Suggested Sections

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

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

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

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

5. Management and Control: Board composition, appointment rights, and decision-making processes

6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights

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

8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

9. Tag Along and Drag Along Rights: Rights of shareholders to join in or force share sales

10. Dividend Policy: Rules governing declaration and distribution of dividends

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

12. Confidentiality: Obligations regarding company and shareholder confidential information

13. Term and Termination: Duration of agreement and circumstances for termination

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-dilution Rights: Protection for shareholders against dilution in future funding rounds - relevant for companies planning future investment

2. Shareholder Loans: Terms for shareholders providing loans to the company - include if shareholder financing is contemplated

3. IPO Rights: Provisions regarding potential future public listing - relevant for companies considering future IPO

4. Non-compete and Non-solicitation: Restrictions on shareholders competing or poaching employees - important for operating companies

5. Intellectual Property Rights: IP ownership and licensing provisions - crucial for technology or brand-focused companies

6. Islamic Finance Compliance: Provisions ensuring Shariah compliance - necessary for Islamic finance structures

7. Free Zone Specific Provisions: Special provisions required for free zone companies - include if company is in a free zone

Suggested Schedules

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

2. Schedule 2: Share Capital and Shareholding Structure: Detailed breakdown of share classes and ownership

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

4. Schedule 4: Board Composition: Current and proposed board structure and nomination rights

5. Schedule 5: Business Plan: Initial business plan and key milestones

6. Schedule 6: Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights

7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement

8. Schedule 8: Valuation Methodology: Agreed methods for share valuation in various scenarios

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

Real Estate

Manufacturing

Healthcare

Financial Services

Retail

Professional Services

Construction

Hospitality

Education

Energy

Logistics

E-commerce

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Board Secretariat

Risk Management

Corporate Affairs

Investment

Strategy

Business Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Financial Officer

Company Secretary

Legal Director

Corporate Governance Officer

Board Director

Managing Director

Investment Manager

Compliance Officer

Corporate Lawyer

General Counsel

Business Development Director

Risk Manager

Company Registrar

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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