Share Allocation Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement for our UAE mainland technology company to issue 1000 new shares to a foreign investor, who will acquire a 20% stake, ensuring compliance with foreign ownership restrictions and including standard tag-along rights."

Document background
The Share Allocation Agreement is a crucial document used in UAE corporate transactions when a company issues new shares or allocates existing treasury shares to shareholders. This agreement is essential for both mainland and free zone companies in the UAE, requiring careful consideration of local ownership requirements, foreign investment regulations, and corporate governance standards. The document typically includes detailed provisions about the share allocation process, payment terms, shareholder rights, and completion requirements. It must comply with UAE Federal Law No. 32 of 2021 and related regulations, particularly regarding share capital requirements, foreign ownership restrictions, and corporate documentation. The agreement is commonly used in various scenarios including company formation, capital increases, employee share schemes, and strategic investments, serving as a legally binding record of the share allocation transaction.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders (if any), and new shareholder(s)

2. Background: Context of the share allocation, including company details, share capital structure, and purpose of the allocation

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

4. Share Allocation: Details of shares being allocated, including number, class, and nominal value

5. Consideration: Payment terms and consideration for the shares, including payment method and timing

6. Completion: Conditions precedent, completion mechanics, and timing of the share allocation

7. Representations and Warranties: Standard representations and warranties from both the company and the subscriber

8. Subscriber's Undertakings: Specific commitments and obligations of the subscriber

9. Company's Undertakings: Specific commitments and obligations of the company

10. Confidentiality: Provisions regarding confidential information and its protection

11. Notices: Process and requirements for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Optional section for when existing shareholders are granted the right to join in any sale of shares by other shareholders

2. Drag-Along Rights: Optional section for when majority shareholders can force minority shareholders to join in the sale of shares

3. Pre-emption Rights: Optional section detailing first right of refusal for existing shareholders on future share issues

4. Share Transfer Restrictions: Optional section for specific restrictions on the transfer of allocated shares

5. Management Rights: Optional section defining any management or board participation rights granted with the share allocation

6. Dividend Rights: Optional section specifying any special dividend or distribution rights attached to the allocated shares

7. Anti-dilution Protection: Optional section providing protection against future dilution of shareholding

8. UAE Compliance Provisions: Optional section for specific provisions required for foreign ownership or free zone requirements

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure pre and post allocation

2. Shareholder Information: Detailed information about the subscriber including KYC documents

3. Form of Share Certificate: Template of the share certificate to be issued

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Completion Checklist: List of actions and documents required for completion

6. Registration Requirements: Details of local registration and regulatory requirements

7. Warranties: Detailed warranties given by the company and/or subscriber

8. Constitutional Documents: Company's memorandum and articles of association

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

Technology

Real Estate

Manufacturing

Healthcare

Retail

Professional Services

Energy

Transportation

Construction

Telecommunications

Hospitality

Education

Trading

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Executive Leadership

Investment

Corporate Development

Strategic Planning

Shareholder Relations

Corporate Services

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Corporate Governance Officer

Compliance Manager

Board Director

Managing Director

Shareholder Relations Manager

Corporate Services Manager

Investment Banker

Private Equity Manager

Business Development 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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