Articles Of Association And Shareholders Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Articles of Association and Shareholders Agreement is a fundamental document required for establishing and operating a company in the United Arab Emirates. This combined document is essential when incorporating a new company or restructuring an existing one under UAE law, particularly following recent changes in foreign ownership regulations. The document must comply with UAE Commercial Companies Law and includes detailed provisions on company structure, share capital, management rights, profit distribution, and shareholder protections. It's particularly crucial for companies with multiple shareholders, foreign investors, or complex ownership structures, as it provides both the constitutional framework required by UAE authorities and the private arrangements between shareholders. The document needs to be executed in Arabic (or bilingual format) and requires notarization and registration with relevant UAE authorities.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Professional Services

Retail

Healthcare

Financial Services

Construction

Hospitality

Education

Trading

Logistics

Consulting

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Compliance

Finance

Risk Management

Company Secretariat

Corporate Development

Investment

Strategic Planning

Relevant Roles

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

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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