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Stock Issuance Agreement

Stock Issuance Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Stock Issuance Agreement

"I need a Stock Issuance Agreement for my UAE mainland company to issue 1,000 ordinary shares to a local corporate investor, with the closing scheduled for March 2025 and including standard UAE regulatory compliance provisions."

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Document background
The Stock Issuance Agreement is a crucial document used when a UAE company wishes to increase its share capital by issuing new shares to existing or new shareholders. This agreement is essential for both private and public companies operating under UAE jurisdiction, whether in mainland UAE or in free zones. The document must comply with UAE Commercial Companies Law (Federal Law No. 2 of 2015) and relevant regulations, including specific requirements for minimum capital, foreign ownership restrictions, and regulatory approvals. The agreement typically details share class, pricing, payment terms, representations and warranties, and closing mechanics, while also addressing UAE-specific requirements such as notarization and registration with relevant authorities. It serves as the primary legal instrument for documenting the share issuance process and protecting the rights of all involved parties.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s), including their full legal names, registration details, and addresses

2. Background: Context of the share issuance, including company's current share capital structure and purpose of the issuance

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology

4. Share Issuance Details: Specific details of shares being issued, including number, class, par value, and issue price

5. Consideration and Payment Terms: Payment amount, method, and timing for the shares being issued

6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance with law

7. Conditions Precedent: Prerequisites that must be satisfied before share issuance can proceed

8. Closing Mechanics: Procedures for completing the share issuance, including documentation and timing

9. Registration and Share Certificate: Process for registering new shares and issuing share certificates

10. Regulatory Compliance: Compliance with UAE laws, including Commercial Companies Law and relevant regulatory requirements

11. Confidentiality: Obligations regarding confidential information shared during the transaction

12. Notices: Process and requirements for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Multiple Closings: Include when shares are to be issued in multiple tranches or phases

2. Pre-emptive Rights: Include when existing shareholders have rights to participate in the new issuance

3. Tag-Along Rights: Include when certain shareholders are granted the right to join in the share issuance

4. Share Transfer Restrictions: Include when there are specific restrictions on transfer of newly issued shares

5. Special Rights: Include when the new shares carry special voting, dividend, or other rights

6. Anti-dilution Protection: Include when investors are protected against future dilutive issuances

7. Board Representation: Include when share issuance includes rights to board seats

8. Foreign Ownership Compliance: Include when subscribers include non-UAE nationals

9. Exit Rights: Include when subscribers are granted specific exit mechanisms

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Detailed breakdown of company's share capital before and after issuance

2. Schedule 2 - Form of Share Certificate: Template of share certificate to be issued

3. Schedule 3 - Closing Checklist: List of documents and actions required for closing

4. Schedule 4 - Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance

5. Schedule 5 - Regulatory Approvals: List and copies of required regulatory approvals

6. Appendix A - Subscription Form: Form to be completed by subscribers detailing their subscription

7. Appendix B - Payment Instructions: Detailed instructions for payment of share subscription amount

8. Appendix C - Shareholders' Rights: Detailed description of rights attached to the newly issued shares

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

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Retail

Energy

Transportation & Logistics

Professional Services

Education

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Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Treasury

Investor Relations

Corporate Affairs

Board Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Compliance Officer

Board Director

Managing Director

Finance Manager

Corporate Governance Officer

Investor Relations Manager

Risk Manager

Treasury Manager

Company Registrar

Due Diligence Officer

Industries








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