Shares Subscription Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement for my UAE-based technology startup to issue 10,000 new ordinary shares to a strategic investor from Singapore, with completion planned for March 2025, including anti-dilution protection and board representation rights."

Document background
The Shares Subscription Agreement is a crucial document used when a UAE company issues new shares to investors or existing shareholders. This agreement type is essential for both private and public companies looking to raise capital through share issuance, subject to UAE Commercial Companies Law and relevant regulatory frameworks. The document serves multiple purposes: it formalizes the share subscription process, ensures compliance with local regulations, protects both issuer and subscriber interests, and establishes clear terms for the investment. The agreement must address specific UAE requirements regarding share transfers, foreign ownership restrictions, and corporate governance standards. It typically includes detailed information about the shares being issued, payment terms, representations and warranties, and completion mechanics, all within the context of UAE legal requirements.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s)

2. Background: Recitals explaining the company's structure, authorization for share issuance, and purpose of the subscription

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

4. Subscription and Payment: Details of shares being subscribed to, price per share, and total subscription amount

5. Completion: Conditions precedent, completion mechanics, and timing of the subscription

6. Representations and Warranties: Standard representations from both company and subscriber, including compliance with UAE laws

7. Subscriber's Undertakings: Ongoing obligations of the subscriber, including regulatory compliance and information provision

8. Company's Undertakings: Obligations of the company regarding share issuance and regulatory compliance

9. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information

10. Notices: Method and addresses for formal communications between parties

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

12. Execution: Signature blocks and execution formalities as per UAE requirements

Optional Sections

1. Anti-dilution Rights: Protection for subscriber against future share issuances, used in strategic investments

2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority investors

3. Board Representation: Rights to appoint board members, used in significant investments

4. Information Rights: Special rights to company information, typically for major investors

5. Exit Rights: Mechanisms for subscriber to exit the investment, important for private companies

6. Shareholder Approval: Required when existing shareholders have pre-emptive rights

7. Foreign Ownership Compliance: Special provisions when subscriber is foreign, addressing UAE ownership restrictions

Suggested Schedules

1. Share Details: Detailed description of shares being issued, including class, rights, and restrictions

2. Subscription Form: Standard form for share subscription as required by UAE law

3. Company Information: Key company details including registration, licenses, and capital structure

4. KYC Requirements: List of required documents for anti-money laundering compliance

5. Board Resolution: Copy of board resolution approving share issuance

6. Shareholders' Resolution: Copy of shareholders' resolution if required for share issuance

7. Payment Details: Bank account and payment instruction details

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

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

Healthcare

Manufacturing

Retail

Professional Services

Energy

Transportation

Telecommunications

Education

Construction

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment

Risk Management

Corporate Development

Board Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Finance Director

Board Director

Managing Director

Corporate Governance Officer

Investment Banker

Financial Controller

Business Development Director

Risk Manager

Company Registrar

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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