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Limited Company Shareholder Agreement
"I need a Limited Company Shareholder Agreement for a technology startup in Dubai with three international shareholders and one UAE national shareholder, including specific provisions for future funding rounds and intellectual property protection, to be completed by March 2025."
1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and registration details
2. Background: Context of the agreement, company formation details, and purpose of the arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholding: Details of share capital, classes of shares, and shareholding percentages
5. Management and Control: Board composition, appointment rights, voting mechanisms, and reserved matters
6. Shareholders' Rights and Obligations: Key rights and duties of shareholders, including voting rights and capital contribution obligations
7. Transfer of Shares: Rules governing share transfers, including right of first refusal, tag-along and drag-along rights
8. Dividend Policy: Framework for dividend declarations and distributions
9. General Meeting Procedures: Rules for conducting shareholder meetings, voting procedures, and quorum requirements
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee/customer solicitation
12. Default Events: Definition of default events and their consequences
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Emiratisation Requirements: Specific provisions for meeting UAE national employment quotas, used when company size/sector requires compliance
2. Free Zone Specific Provisions: Additional terms for companies established in UAE free zones
3. Islamic Finance Compliance: Provisions ensuring Shariah compliance, if required by shareholders
4. Anti-Corruption and Sanctions: Detailed compliance provisions, particularly important for international shareholders
5. Intellectual Property Rights: IP ownership and licensing provisions, essential for technology or brand-focused companies
6. Put and Call Options: Specific share purchase rights, useful for strategic or venture capital investments
7. Deadlock Resolution: Specific procedures for resolving deadlocks, important for 50/50 joint ventures
8. Future Funding Obligations: Terms for additional capital contributions or external financing, important for growth companies
1. Schedule 1: Details of the Company: Company registration details, address, and business activities
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current ownership
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Business Plan: Initial business plan and strategy
6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7: Tag and Drag Along Procedures: Detailed mechanics for implementing tag and drag along rights
8. Appendix A: Share Transfer Notice: Template for share transfer notifications
9. Appendix B: Shareholders' Contact Details: List of shareholder contact information and notice details
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Chairman
Commercial Companies Law
Company
Competitive Business
Confidential Information
Connected Person
Control
Default Event
Default Notice
Director
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
General Assembly
General Manager
Governing Law
Group
Initial Business Plan
Intellectual Property Rights
Management
Material Contract
Member
Notice
Ordinary Resolution
Original Shareholders
Parties
Permitted Transfer
Pre-emption Rights
Put Option
Call Option
Related Party
Reserved Matters
Share Capital
Share Transfer
Shareholder
Special Resolution
Subsidiary
Tag Along Notice
Tag Along Right
Territory
Transfer
UAE
Valuation
Working Day
Interpretation
Share Capital
Share Classes
Share Transfer Restrictions
Pre-emption Rights
Tag Along Rights
Drag Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Financial Matters
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Deadlock Resolution
Default Events
Exit Provisions
Put and Call Options
Representations and Warranties
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Counterparts
Real Estate & Construction
Technology & Digital Services
Retail & E-commerce
Professional Services
Manufacturing & Industrial
Healthcare & Pharmaceuticals
Financial Services
Hospitality & Tourism
Trading & Distribution
Media & Entertainment
Education
Energy & Utilities
Logistics & Transportation
consulting
Legal
Finance
Corporate Governance
Compliance
Risk Management
Executive Leadership
Board of Directors
Corporate Secretariat
Investment
Strategy
Operations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Company Director
Legal Counsel
Corporate Secretary
Compliance Officer
Business Development Manager
Investment Manager
Shareholder Relations Manager
Corporate Governance Officer
Risk Manager
Board Member
General Counsel
Financial Controller
Operations Director
Strategy Director
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