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Shareholders Agreement For Private Limited Company

Shareholders Agreement For Private Limited Company Template for United Arab Emirates

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Shareholders Agreement For Private Limited Company

"I need a Shareholders Agreement For Private Limited Company for a UAE-based technology startup with three shareholders (two UAE nationals with 51% combined ownership and one foreign investor with 49%), including specific provisions for future funding rounds and technology IP protection, to be implemented by March 2025."

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Document background
The Shareholders Agreement For Private Limited Company is a fundamental document used when establishing or formalizing the relationship between shareholders in a UAE private limited company. It becomes essential when two or more parties invest in a company and need to clearly define their rights, responsibilities, and obligations. This agreement is particularly crucial in the UAE context, where specific legal requirements under Federal Law No. 2 of 2015 and related regulations must be addressed, including considerations for foreign ownership, local partner requirements, and corporate governance structures. The document typically covers share ownership details, management rights, profit distribution, share transfer restrictions, and dispute resolution mechanisms, while ensuring compliance with UAE commercial law and, where relevant, Sharia principles. It serves as a vital tool for protecting shareholder interests and preventing potential conflicts.
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

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Share Capital and Shareholdings: Details of share capital structure, classes of shares, and current shareholding percentages

5. Management and Administration: Governance structure, board composition, appointment/removal of directors, and decision-making processes

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

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

8. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Funding Requirements: Provisions for additional funding, shareholder loans, and capital calls

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

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

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

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

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares

3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

4. Dead-Lock Resolution: Procedures for resolving management or shareholder deadlocks

5. Initial Public Offering (IPO) Rights: Provisions regarding future public listing of the company

6. Anti-Dilution Protection: Protections against dilution of shareholding in future share issues

7. Sharia Compliance: Specific provisions ensuring compliance with Islamic law principles

8. Employee Share Scheme: Framework for implementing employee share ownership programs

9. Intellectual Property Rights: Provisions regarding ownership and use of company IP

10. Emergency Funding Provisions: Procedures for obtaining emergency funding in crisis situations

Suggested Schedules

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

2. Schedule 2: Initial Shareholdings: Detailed breakdown of initial share ownership and share classes

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

4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval

5. Schedule 5: Board Regulations: Detailed procedures for board meetings and decision-making

6. Schedule 6: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares in transfer scenarios

8. Schedule 8: Key Performance Indicators: Metrics for measuring company and management performance

9. Appendix A: Share Certificate Template: Standard form for share certificates

10. Appendix B: Power of Attorney Template: Standard form for shareholder representatives

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

Retail

Healthcare

Professional Services

Financial Services

Construction

Hospitality

Trading

Logistics

Media and Entertainment

Education

Energy

Telecommunications

Relevant Teams

Legal

Corporate Governance

Finance

Board of Directors

Executive Management

Compliance

Corporate Affairs

Risk Management

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Board Member

Compliance Officer

Investment Manager

Business Development Director

Company Director

Shareholder Relations Manager

Risk Manager

Corporate Governance Officer

Finance Director

General Counsel

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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