Director Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for a UAE-based technology startup with 5 founding shareholders, where 3 will serve as executive directors, including specific provisions for future funding rounds and employee share options planned for March 2025."

Document background
The Director Shareholder Agreement is a crucial document for companies operating in the UAE, particularly relevant for private companies, family businesses, and joint ventures. It serves as the primary governance document establishing the framework for interaction between company ownership and management. This agreement is especially important in the UAE context where companies must navigate both international business practices and local regulatory requirements. The document typically includes comprehensive provisions on corporate governance, share transfers, board composition, and decision-making processes, all aligned with UAE Commercial Companies Law and other relevant regulations. The Director Shareholder Agreement becomes particularly vital when setting up new companies, during ownership transitions, or when implementing formal governance structures in existing businesses.
Suggested Sections

1. Parties: Identification of all shareholders and directors who are party to the agreement

2. Background: Context of the agreement, company information, and purpose of the arrangement

3. Definitions: Defined terms used throughout the agreement

4. Board Composition: Structure of the board, appointment and removal procedures, and qualification requirements

5. Directors' Powers and Duties: Scope of directors' authority, responsibilities, and fiduciary duties under UAE law

6. Shareholders' Rights and Obligations: Fundamental rights, voting mechanisms, and obligations of shareholders

7. Share Capital and Transfer Restrictions: Details of share capital, share transfer procedures, and restrictions

8. Reserved Matters: Decisions requiring special approval from directors or shareholders

9. Corporate Governance: Governance framework, meeting procedures, and compliance requirements

10. Dividend Policy: Framework for dividend declarations and distributions

11. Confidentiality: Protection of company and stakeholder confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers

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

14. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

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

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stakes

2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in a sale

3. Anti-Dilution Provisions: Optional protection against dilution of shareholding in future financing rounds

4. Emergency Board Powers: Optional provisions for emergency decision-making procedures

5. Islamic Finance Compliance: Optional provisions ensuring compliance with Shariah principles if required

6. Director Indemnification: Optional enhanced protection for directors beyond statutory requirements

7. Deadlock Resolution: Optional detailed procedures for resolving board or shareholder deadlocks

8. Exit Strategy: Optional provisions detailing preferred exit mechanisms and procedures

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholdings

2. Schedule 2: Initial Directors: List of initial directors and their details

3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making

5. Schedule 5: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

6. Schedule 6: Business Plan: Initial business plan and key performance indicators

7. Appendix A: Share Transfer Forms: Template forms for share transfers

8. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

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

Financial Services

Real Estate

Trading & Distribution

Manufacturing

Technology

Professional Services

Retail

Healthcare

Hospitality

Construction

Energy

Family Business

Small and Medium Enterprises

Start-ups

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Finance

Corporate Affairs

Investment Relations

Risk Management

Strategy

Executive Management

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Chairman

Company Secretary

Chief Financial Officer

General Counsel

Legal Director

Corporate Governance Officer

Compliance Officer

Chief Operating Officer

Investment Director

Shareholder Relations Manager

Executive Director

Non-Executive Director

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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