Shareholders Agreement And Share Subscription Agreement Generator for United Arab Emirates

The Shareholders Agreement And Share Subscription Agreement is a crucial document used in the UAE when establishing or modifying shareholding structures in companies. It serves two primary purposes: governing the relationship between shareholders and documenting new share subscriptions. This document is particularly relevant when companies are seeking new investment, restructuring ownership, or establishing clear governance frameworks. Governed by UAE Federal Law No. 32 of 2021 and related regulations, it must comply with specific local requirements, including foreign ownership restrictions and local sponsor requirements where applicable. The agreement typically includes detailed provisions on share valuation, transfer mechanisms, management rights, profit distribution, and dispute resolution, making it essential for both existing and new shareholders to protect their interests while ensuring corporate compliance with UAE laws.

1. Parties: Identification of all shareholders, the company, and any other relevant parties to the agreement

2. Background: Context of the agreement, including company formation details and purpose of the share subscription

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

4. Share Subscription: Details of shares being subscribed to, including class, number, and price

5. Payment Terms: Terms and conditions for payment of share subscription amount

6. Completion: Conditions precedent, completion obligations, and timing of share issuance

7. Warranties and Representations: Warranties given by the company and existing shareholders to the subscriber and vice versa

8. Share Transfer Restrictions: Limitations on transfer of shares, including right of first refusal and tag-along/drag-along rights

9. Management and Control: Board composition, voting rights, and decision-making processes

10. Shareholder Rights and Obligations: Key rights and obligations of shareholders, including voting and dividend rights

11. Reserved Matters: Decisions requiring special majority or unanimous approval

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability