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Articles Of Association And Shareholders Agreement
"Need Articles of Association and Shareholders Agreement for a UAE technology startup with three international shareholders (US, UK, and UAE) and planned Series A funding by March 2025, including provisions for employee stock options and protection of intellectual property rights."
1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and nationality
2. Background: Context of the company formation and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the document
4. Company Name and Legal Form: Official company name and its legal structure under UAE law
5. Company Objects: Detailed description of business activities and objectives
6. Share Capital: Details of authorized and issued share capital, classes of shares
7. Share Subscription and Payment: Details of how shares are subscribed and paid for by shareholders
8. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emptive rights
9. Management Structure: Composition and powers of the board of directors/managers
10. Shareholders Meetings: Procedures for general and extraordinary meetings
11. Voting Rights: Voting mechanisms and majority requirements
12. Dividend Policy: Rules for profit distribution and dividend declarations
13. Reserved Matters: Decisions requiring special majority or unanimous approval
14. Financial Matters: Financial year, accounts, auditing requirements
15. Confidentiality: Obligations regarding company and shareholder information
16. Term and Termination: Duration of agreement and termination provisions
17. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction details
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Included when majority shareholders may need to force minorities to join in company sale
3. Anti-Dilution Provisions: Used when protecting certain shareholders from equity dilution is necessary
4. Deadlock Resolution: Important for 50/50 joint ventures or where major deadlocks are anticipated
5. Put and Call Options: When shareholders want pre-agreed exit mechanisms
6. Non-Compete Provisions: When restrictions on shareholders' competing activities are required
7. Intellectual Property Rights: When IP ownership and usage rights need specific regulation
8. Employee Share Scheme: When company plans to implement employee share ownership programs
9. Shareholder Loans: When shareholders will provide additional financing through loans
1. Schedule 1 - Details of Shareholders: Complete details of all shareholders including shareholding percentages
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and distribution
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 Composition: Details of initial board members and nomination rights
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Company's License and Activities: Copies of trade license and permitted activities
8. Schedule 8 - Valuation Methodology: Agreed methods for share valuation in transfer scenarios
9. Appendix A - Power of Attorney Templates: Standard forms for shareholder representatives
10. Appendix B - Key Management Contracts: Templates or copies of key management agreements
Authors
Annual Budget
Articles of Association
Board
Board Meeting
Business
Business Day
Business Plan
Chairman
Company
Company Secretary
Confidential Information
Constitutional Documents
Control
Deed of Adherence
Directors
Encumbrance
Event of Default
Exercise Notice
Exit Event
Fair Market Value
Financial Year
General Assembly
General Manager
Governmental Authority
Group
Initial Business Plan
Intellectual Property Rights
License
Manager
Material Adverse Effect
Memorandum of Association
Notice
Ordinary Resolution
Parent Company
Parties
Permitted Transferee
Pre-emption Rights
Registered Office
Related Party
Reserved Matters
Resolution
ROPA
Share Capital
Share Transfer
Shareholder
Shareholders Meeting
Shares
Special Resolution
Subsidiary
Tag-Along Right
Territory
Trade License
Transfer
UAE
Voting Rights
Share Capital and Certificates
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Powers
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Financial Matters
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Exit Provisions
Deadlock Resolution
Default Events
Anti-Dilution Protection
Put and Call Options
Valuation
Dispute Resolution
Governing Law
Amendment Procedures
Term and Termination
Assignment
Severability
Notices
Force Majeure
Entire Agreement
Shareholder Loans
Business Plan Requirements
Company Name and Objects
Registered Office
Fiscal Year
Auditor Appointment
Manufacturing
Technology
Real Estate
Professional Services
Retail
Healthcare
Financial Services
Construction
Hospitality
Education
Trading
Logistics
Consulting
Media and Entertainment
Energy
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Affairs
Compliance
Finance
Risk Management
Company Secretariat
Corporate Development
Investment
Strategic Planning
Chief Executive Officer
Managing Director
Board Member
Company Secretary
Chief Legal Officer
General Counsel
Corporate Lawyer
Legal Director
Compliance Officer
Chief Financial Officer
Finance Director
Company Director
Shareholder
Corporate Governance Officer
Business Development Director
Investment Manager
Risk Manager
Corporate Affairs Manager
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