Limited Company Shareholder Agreement Generator for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Limited Company Shareholder Agreement is a fundamental document for businesses operating in the United Arab Emirates, essential when establishing or restructuring a limited liability company with multiple shareholders. This agreement becomes particularly crucial in the UAE context where businesses must navigate specific local ownership requirements, corporate governance standards, and regulatory compliance matters. The document typically follows the requirements set forth in the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and other relevant UAE legislation, while incorporating international best practices in shareholder protection and corporate governance. It serves as the primary instrument for regulating shareholder relationships, defining management structures, establishing share transfer mechanisms, and setting out dispute resolution procedures tailored to the UAE legal environment.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Secretariat

Investment

Strategy

Operations

Relevant Roles

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

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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