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Holding Company Operating Agreement

Holding Company Operating Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Holding Company Operating Agreement

"I need a Holding Company Operating Agreement for a family-owned business structure in UAE that will hold multiple real estate and retail subsidiaries, with specific provisions for succession planning and Shariah-compliant financing."

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Document background
The Holding Company Operating Agreement is a fundamental document required when establishing a holding company structure in the United Arab Emirates. It serves as the primary governing document that defines the relationship between shareholders, establishes management frameworks, and outlines operational procedures. This agreement must comply with UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law) and Federal Decree-Law No. 7 of 2023 on Holding Companies, making it essential for both mainland and free zone establishments. The document is particularly crucial for businesses looking to create corporate groups, manage multiple subsidiaries, or establish investment holding structures in the UAE. It includes provisions for corporate governance, economic substance compliance, subsidiary management, and shareholder rights, while addressing specific UAE regulatory requirements.
Suggested Sections

1. Parties: Identification of all members/shareholders of the holding company

2. Background: Context of the agreement and purpose of the holding company

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Formation and Structure: Legal structure, registration details, and initial capital contribution

5. Purpose and Powers: Permitted activities and scope of the holding company's operations

6. Capital Structure: Share capital, classes of shares, and capital contribution requirements

7. Management and Governance: Board composition, management structure, and decision-making processes

8. Shareholders Rights and Obligations: Voting rights, profit distribution, and member responsibilities

9. Subsidiary Management: Framework for managing and overseeing subsidiary companies

10. Financial Matters: Financial management, accounting practices, and dividend policy

11. Transfer of Shares: Procedures and restrictions for share transfers

12. Exit Provisions: Mechanisms for member exit, including tag-along and drag-along rights

13. Termination: Circumstances and procedures for terminating the agreement

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

Optional Sections

1. Islamic Finance Compliance: Required if the holding company needs to comply with Shariah principles

2. Free Zone Provisions: Specific provisions if the holding company is established in a UAE free zone

3. Family Business Provisions: Special provisions for family-owned holding companies including succession planning

4. Investment Committee: Structure and powers of an investment committee if required for investment decisions

5. Intellectual Property Rights: Required if the holding company manages group IP rights

6. Competition and Non-Compete: Detailed non-compete provisions if members have competing interests

7. Employee Stock Option Plan: If the holding company implements an ESOP scheme

Suggested Schedules

1. Schedule 1: Details of Initial Members: List of founding members with their shareholding details

2. Schedule 2: Initial Capital Contributions: Detailed breakdown of initial capital contributions

3. Schedule 3: Subsidiary Companies: List and details of all subsidiary companies

4. Schedule 4: Reserved Matters: List of decisions requiring special approval

5. Schedule 5: Management Structure: Detailed organizational structure and reporting lines

6. Appendix A: Shareholders' Resolution Template: Standard format for shareholders' resolutions

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

8. Appendix C: Compliance Checklist: Checklist for UAE regulatory compliance requirements

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
Annual Budget
Articles of Association
Board
Board Meeting
Business Day
Business Plan
Capital Contribution
Chairman
Commercial Companies Law
Company
Confidential Information
Director
Distributable Profits
Economic Substance Regulations
Encumbrance
Financial Year
General Assembly
Holding Company Law
Initial Capital
Investment Committee
Management
Material Contract
Member
Memorandum of Association
Parent Company
Registered Office
Reserved Matters
Resolution
Share
Share Capital
Shareholder
Shareholders Register
Subsidiary
Subsidiary Board
Trade License
Transfer
UAE
Voting Rights
Clauses
Company Formation
Capital Structure
Share Rights
Transfer Restrictions
Management Powers
Board Composition
Shareholder Rights
Voting Rights
Reserved Matters
Subsidiary Control
Investment Powers
Distribution Policy
Financial Management
Reporting Requirements
Economic Substance
Confidentiality
Non-Competition
Conflict Resolution
Tag Along Rights
Drag Along Rights
Exit Rights
Pre-emptive Rights
Information Rights
Compliance Requirements
Amendment Procedures
Governing Law
Dispute Resolution
Force Majeure
Termination Rights
Share Valuation
Dividend Policy
Related Party Transactions
Anti-Dilution
Representations and Warranties
Indemnification
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Healthcare

Retail

Energy

Transportation

Construction

Hospitality

Mining

Agriculture

Professional Services

Media and Entertainment

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Board of Directors

Corporate Secretariat

Risk Management

Investment

Strategy

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Board Director

Managing Director

Compliance Officer

Legal Director

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Group Finance Director

Operations Director

Risk Management Officer

Strategy Director

Industries
UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing company formation, structure, and operations in the UAE. It provides the fundamental framework for establishing and operating holding companies.
UAE Federal Decree-Law No. 7 of 2023 on Holding Companies: Specific legislation governing the establishment, operation, and regulation of holding companies in the UAE, including requirements for corporate structure and governance.
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign investment in UAE companies, including provisions for foreign ownership and investment restrictions.
UAE Cabinet Resolution No. 58 of 2020 on Economic Substance Regulations: Outlines the economic substance requirements for UAE companies, including holding companies, to demonstrate genuine economic activity in the UAE.
UAE Federal Decree-Law No. 33 of 2021 (Labour Law): Governs employment relationships and must be considered for any employees of the holding company.
UAE Federal Decree-Law No. 47 of 2022 (Corporate Tax Law): Establishes the corporate tax framework for UAE companies, including specific provisions for holding companies and group structures.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates competition and anti-monopoly practices, relevant for holding companies with multiple subsidiaries in similar sectors.
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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