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Dissolution Contract

Dissolution Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Dissolution Contract

"I need a Dissolution Contract for a two-partner professional services firm in Dubai, where both partners have mutually agreed to dissolve the company by March 2025, with equal distribution of assets and liabilities."

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Document background
A Dissolution Contract is a crucial legal document used when terminating the existence of a company in the United Arab Emirates. This document becomes necessary when shareholders or business owners decide to cease operations, whether due to strategic decisions, financial circumstances, or other business reasons. The contract must strictly comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for free zone companies if applicable. The Dissolution Contract covers essential aspects such as asset distribution, liability settlement, employee termination procedures, and regulatory notifications. It serves as the primary reference document for all stakeholders during the dissolution process and is typically prepared in conjunction with legal advisors to ensure all UAE legal requirements are met. The document is particularly important in the UAE context due to the specific regulatory requirements and the need for various government approvals during the dissolution process.
Suggested Sections

1. Parties: Identification of all parties to the dissolution, including company details, shareholders, and authorized signatories

2. Background: Context of the dissolution, including company history, reason for dissolution, and reference to relevant board/shareholder resolutions

3. Definitions: Key terms used throughout the agreement, including legal and commercial terms specific to the dissolution process

4. Effective Date: Specification of when the dissolution takes effect and any conditions precedent

5. Dissolution Process: Step-by-step procedure for dissolving the company, including regulatory notifications and compliance requirements

6. Asset Distribution: Details of how company assets will be distributed among shareholders or parties

7. Settlement of Liabilities: Process for settling all outstanding debts, obligations, and liabilities

8. Tax Matters: Handling of tax obligations, final returns, and clearances required

9. Representations and Warranties: Statements of fact and assurances from all parties regarding company status and disclosed information

10. Confidentiality: Obligations regarding confidential information during and after dissolution

11. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes

12. Execution: Signing requirements and execution formalities

Optional Sections

1. Employee Matters: Required if company has employees - details handling of employment terminations, final settlements, and benefits

2. Intellectual Property: Required if company owns IP - arrangements for transfer or disposition of intellectual property rights

3. Real Estate: Required if company owns/leases property - handling of property interests and lease terminations

4. Insurance: Required if ongoing insurance matters - handling of insurance policies and claims

5. Ongoing Litigation: Required if there are pending legal matters - handling of existing legal proceedings

6. Free Zone Specific Provisions: Required for free zone companies - specific requirements for free zone authority compliance

7. Bank Accounts: Required if complex banking arrangements exist - closure process for company accounts and banking relationships

Suggested Schedules

1. Schedule 1 - Asset Inventory: Detailed list of all company assets and their agreed distribution

2. Schedule 2 - Liabilities List: Comprehensive list of all company debts and obligations

3. Schedule 3 - Shareholder Information: Details of shareholdings and distribution entitlements

4. Schedule 4 - Required Notices: List of all regulatory notices and filings required for dissolution

5. Schedule 5 - Settlement Timeline: Timeline for completion of various dissolution steps

6. Appendix A - Board/Shareholder Resolutions: Copies of relevant corporate approvals for dissolution

7. Appendix B - Valuation Reports: If applicable, independent valuations of company assets

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Articles of Association
Assets
Business Day
Company
Completion
Completion Date
Confidential Information
Creditors
DED
Dissolution Date
Effective Date
Encumbrance
Final Accounts
Free Zone Authority
Governing Law
Governmental Authority
Intellectual Property Rights
Liabilities
Liquidator
Material Adverse Effect
Ministry
Notice
Parties
Professional Advisers
Records
Regulatory Approvals
Related Parties
Relevant Authority
Resolution
Settlement Amount
Shareholders
Shareholder Resolution
Tax
Tax Authority
Trade License
Transfer
UAE
VAT
Clauses
Interpretation
Dissolution Process
Asset Distribution
Liability Settlement
Payment Terms
Tax Obligations
Employee Termination
Regulatory Compliance
Confidentiality
Representations and Warranties
Governing Law
Dispute Resolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Language
Company Records
Bank Accounts
Insurance
Intellectual Property
Real Estate
Shareholder Obligations
Director Obligations
Indemnification
Non-Competition
Survival
Time of Essence
Relevant Industries

Financial Services

Real Estate

Manufacturing

Retail

Technology

Professional Services

Construction

Healthcare

Education

Hospitality

Trading

Energy

Transportation

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Board of Directors

Human Resources

Compliance

Risk Management

Corporate Secretariat

Audit

Executive Leadership

Relevant Roles

CEO

Managing Director

Chief Financial Officer

Legal Director

Company Secretary

Finance Manager

Compliance Officer

Corporate Governance Officer

Board Member

Shareholder

Liquidator

Corporate Lawyer

Risk Manager

Audit Manager

HR Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Governs the dissolution of commercial companies, including procedures for liquidation, creditor rights, and shareholder obligations during dissolution
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the general framework for contracts, including dissolution agreements, and establishes basic contractual principles and obligations
UAE Federal Decree-Law No. 33 of 2021 (Labor Law): Addresses employment aspects of company dissolution, including employee rights and end-of-service obligations
UAE Federal Decree-Law No. 47 of 2022 (Taxation Law): Covers tax implications and requirements during company dissolution, including VAT deregistration and final returns
UAE Bankruptcy Law (Federal Decree-Law No. 9 of 2016): Relevant if dissolution involves insolvency or bankruptcy proceedings, outlining restructuring and liquidation processes
Free Zone Regulations: Specific regulations applicable if the company operates in any of the UAE's free zones, governing the dissolution process within these zones
Federal Law No. 4 of 2000 (UAE Securities and Commodities Authority): Relevant for dissolution of public joint-stock companies or companies listed on UAE financial markets
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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