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Shareholding Agreement

Shareholding Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholding Agreement Template

"I need a Shareholding Agreement Template for a UAE-based technology startup with three equal partners, planning to raise external investment by March 2025, with specific provisions for anti-dilution and pre-emptive rights."

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Document background
The Shareholding Agreement Template is a foundational document for companies operating in the United Arab Emirates, designed to comply with UAE Federal Law No. 32 of 2021 and related commercial regulations. This template is essential when establishing or restructuring a company with multiple shareholders, whether they are individuals or corporate entities. It addresses crucial aspects of corporate governance, shareholder rights, and business operations while incorporating specific UAE legal requirements, including foreign ownership restrictions and free zone regulations where applicable. The agreement serves as a comprehensive framework for managing shareholder relationships, preventing disputes, and ensuring smooth company operations while protecting all parties' interests in accordance with UAE law.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Recitals explaining the context and purpose of the agreement

3. Definitions and Interpretation: Defined terms and interpretation rules

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

5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders

6. Board of Directors: Board composition, appointment, removal, and powers

7. Shareholder Meetings: Procedures for general meetings and voting rights

8. Management and Operation: Day-to-day management and operational decisions

9. Reserved Matters: Decisions requiring special majority or unanimous consent

10. Share Transfer Restrictions: Limitations and procedures for transfer of shares

11. Pre-emptive Rights: Rights of first refusal for new share issuances

12. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms

13. Dividends and Distributions: Policy and procedures for profit distribution

14. Confidentiality: Protection of company and shareholder confidential information

15. Non-Competition and Non-Solicitation: Restrictions on competitive activities

16. Dispute Resolution: Procedures for resolving disputes between shareholders

17. Governing Law and Jurisdiction: Application of UAE law and jurisdiction

18. General Provisions: Boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Minority Protection Rights: Additional protections for minority shareholders when they hold significant stakes

2. Anti-Dilution Provisions: Protection against share value dilution, used when future capital raises are anticipated

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

4. Dead-Lock Resolution: Specific procedures for resolving management deadlocks, important for 50-50 joint ventures

5. IPO Rights: Provisions regarding future public offerings, included if IPO is contemplated

6. Foreign Ownership Compliance: Specific provisions ensuring compliance with UAE foreign ownership restrictions

7. Shareholder Loans: Terms for shareholder financing if shareholders plan to provide funding

8. Islamic Finance Compliance: Provisions ensuring compliance with Sharia principles if required

9. Free Zone Specific Provisions: Additional provisions if company is established in a UAE free zone

Suggested Schedules

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

2. Schedule 2: Initial Shareholding Structure: Detailed breakdown of 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 join the agreement

7. Schedule 7: Share Valuation Methodology: Agreed methods for valuing shares for transfers or exits

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

9. Appendix A: Shareholder Contact Details: Contact information for notices and communications

10. Appendix B: Company's Articles of Association: Copy of or reference to the company's constitutional documents

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
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Relevant Industries

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Financial Services

Construction

Education

Hospitality

Transport and Logistics

Energy

Media and Entertainment

Trading

Industrial

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Board Secretariat

Corporate Affairs

Investor Relations

Executive Management

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Finance Director

Investment Manager

Business Development Director

Compliance Officer

Risk Manager

Corporate Governance Officer

Shareholder Relations Manager

Company Director

General Counsel

Partner

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