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The Shareholder Resignation Agreement is a crucial document used when a shareholder wishes to formally exit their position in a UAE company. It is particularly relevant for private companies, family businesses, and professional service firms operating under UAE jurisdiction. The agreement must comply with UAE Commercial Companies Law and, where applicable, free zone regulations, requiring specific attention to local shareholding requirements and economic substance considerations. This document typically includes comprehensive details about share valuation, transfer mechanisms, payment terms, and release of liabilities, while ensuring proper documentation for regulatory authorities. The agreement becomes especially important in scenarios involving significant ownership changes, family business restructuring, or professional partner departures, and must account for UAE-specific requirements regarding share transfers, corporate governance, and regulatory approvals.

1. Parties: Identification of the resigning shareholder, remaining shareholders, and the company

2. Background: Context of the shareholding and reason for resignation

3. Definitions: Key terms used throughout the agreement

4. Resignation and Effective Date: Formal declaration of resignation and when it takes effect

5. Share Transfer/Redemption: Details of how the shares will be handled, including valuation and payment terms

6. Consideration: Payment or other consideration for the shares and payment terms

7. Completion: Actions to be taken on completion date, including document signing and payment

8. Warranties and Representations: Standard warranties from both parties regarding authority, ownership, and capacity

9. Release and Waiver: Mutual release from future claims and liabilities

10. Confidentiality: Obligations regarding company confidential information post-resignation

11. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and employee/client solicitation

12. Governing Law and Jurisdiction: Specification of UAE law and relevant courts

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