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Share Distribution Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Distribution Agreement

"I need a Share Distribution Agreement for my Dubai-based technology company to distribute 10,000 ordinary shares to local UAE investors, with the distribution planned for March 2025 and including standard UAE regulatory compliance provisions."

Document background
The Share Distribution Agreement serves as a critical document for companies in the UAE looking to distribute or redistribute their shares to investors, whether through private placement or public offering. This agreement must carefully navigate UAE corporate law requirements, particularly those established by Federal Law No. 32 of 2021 and SCA regulations. It becomes essential when companies seek to expand their shareholder base, restructure ownership, or raise capital through share distribution. The document typically includes detailed provisions for distribution mechanics, regulatory compliance, shareholder rights, and transfer restrictions. Given the UAE's unique business environment, including free zones and foreign ownership considerations, the agreement must be carefully structured to address both local and international aspects of share distribution while maintaining compliance with UAE law.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, distributors, and any relevant third parties

2. Background: Context of the share distribution, company information, and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Distribution Terms: Core terms of the distribution including number of shares, class of shares, and distribution mechanism

5. Pricing and Payment: Share price determination, payment terms, and any applicable fees or commissions

6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and compliance

7. Regulatory Compliance: Obligations regarding UAE securities laws, SCA regulations, and other applicable legal requirements

8. Distribution Process: Detailed procedures for the distribution, including timing, mechanics, and documentation requirements

9. Rights and Restrictions: Transfer restrictions, lock-up periods, and any special rights attached to the shares

10. Confidentiality: Provisions regarding the handling of confidential information

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

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

Optional Sections

1. International Distribution: Include when shares are being distributed across multiple jurisdictions, addressing cross-border requirements

2. Electronic Distribution Mechanism: Include when using digital platforms or electronic systems for share distribution

3. Multiple Distribution Phases: Include when the distribution is planned in multiple stages or tranches

4. Free Zone Provisions: Include when the company operates within a UAE free zone, addressing specific free zone regulations

5. Shareholder Rights Agreement: Include when specific shareholder rights need to be detailed beyond standard rights

6. Anti-dilution Provisions: Include when protection against future share dilution is required

7. Tag-Along and Drag-Along Rights: Include when specific exit rights need to be established

8. Dividend Policy: Include when specific dividend distribution rules need to be established

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being distributed, including class, rights, and restrictions

2. Schedule 2 - Distribution Timeline: Detailed timeline of the distribution process including key dates and milestones

3. Schedule 3 - Pricing Mechanism: Detailed explanation of share price calculation and any adjustments

4. Schedule 4 - Required Regulatory Approvals: List of required regulatory approvals and status

5. Schedule 5 - Distribution Territory: Geographical scope of distribution and any territorial restrictions

6. Schedule 6 - Company Information: Detailed company information including corporate structure and financial statements

7. Appendix A - Share Certificate Template: Template for share certificates to be issued

8. Appendix B - Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance status

9. Appendix C - Required Forms and Notices: Templates of required regulatory forms and notices

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















































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Relevant Industries

Financial Services

Investment Banking

Technology

Real Estate

Healthcare

Manufacturing

Retail

Energy

Telecommunications

Professional Services

E-commerce

Construction

Hospitality

Education

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Investment

Corporate Affairs

Board Secretariat

Risk Management

Shareholder Relations

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Financial Director

Business Development Director

Corporate Governance Officer

Share Registrar

Investment Banker

Corporate Finance Manager

Board Director

Managing Partner

Shareholder Relations 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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