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Unitholder Agreement

Unitholder Agreement Generator for United Arab Emirates

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Key Requirements PROMPT example:

Unitholder Agreement

"I need a Unitholder Agreement for a UAE-based real estate investment fund launching in March 2025, with provisions for quarterly redemption windows and specific clauses for institutional investors who will hold at least 25% of the units."

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Document background
The Unitholder Agreement serves as the foundational document for investment funds operating in the United Arab Emirates, establishing the legal framework for the relationship between fund managers and investors who hold units in the fund. This document is essential when establishing or operating an investment fund in the UAE, whether it's a conventional or Islamic fund structure. It must comply with UAE Federal Law No. 32 of 2021, SCA regulations, and other relevant UAE financial regulations. The agreement typically covers crucial aspects such as subscription procedures, transfer restrictions, voting rights, distribution policies, and governance mechanisms. It's particularly important for funds seeking to raise capital from multiple investors while ensuring regulatory compliance and investor protection in the UAE market.
Suggested Sections

1. Parties: Identification of the fund, fund manager, and unitholders

2. Background: Context of the agreement, fund structure, and purpose

3. Definitions and Interpretation: Key terms and interpretation principles

4. Units and Unitholders: Description of units, classes, and unitholder rights

5. Subscription and Payment: Process for subscribing to units and payment terms

6. Rights and Obligations of Unitholders: Detailed rights, obligations, and restrictions applicable to unitholders

7. Transfer of Units: Procedures and restrictions for unit transfers

8. Meetings and Resolutions: Procedures for unitholder meetings and voting

9. Fund Management and Governance: Role and responsibilities of the fund manager and oversight committee

10. Financial Matters: Distribution policy, fees, and expenses

11. Representations and Warranties: Standard representations by unitholders and the fund

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Term and Termination: Duration of the agreement and termination provisions

14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms

Optional Sections

1. Shariah Compliance: Required for Shariah-compliant funds, detailing Islamic finance principles and compliance requirements

2. Tag-Along and Drag-Along Rights: Include when specific exit rights are granted to certain unitholders

3. Investment Restrictions: Specific investment restrictions beyond regulatory requirements

4. Special Rights for Different Unit Classes: Required when the fund has multiple unit classes with different rights

5. Anti-Dilution Protection: Protection mechanisms for existing unitholders in case of new unit issuance

6. Key Person Provisions: Required when fund performance relies on specific individuals

7. Side Letter Rights: Framework for managing side letter arrangements with specific investors

Suggested Schedules

1. Unit Subscription Form: Standard form for unit subscription

2. Transfer Form: Standard form for unit transfers

3. Fee Schedule: Detailed breakdown of all applicable fees

4. Investment Guidelines: Detailed investment policies and restrictions

5. Meeting Procedures: Detailed procedures for unitholder meetings

6. KYC Requirements: Required documentation for investor due diligence

7. Distribution Policy: Detailed distribution calculation and payment procedures

8. Register of Unitholders: Format and content requirements for the unitholder register

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Administrator
Annual General Meeting
Applicable Law
Articles
Asset Value
Auditor
Board
Business Day
Capital Commitment
Commencement Date
Confidential Information
Constitutional Documents
Custodian
Distribution
Extraordinary General Meeting
Financial Year
Fund
Fund Manager
Fund Property
Governing Law
Investment Committee
Investment Objective
Investment Policy
Management Agreement
Management Fee
NAV
Offering Document
Oversight Committee
Performance Fee
Redemption Date
Redemption Notice
Redemption Price
Register
Registrar
Regulated Market
Regulatory Authority
SCA
Subscription Agreement
Subscription Date
Subscription Price
Term
Transfer
UAE
Unit
Unitholder
Unitholder Meeting
Valuation Date
Valuation Point
Relevant Industries

Financial Services

Asset Management

Investment Banking

Private Equity

Real Estate Investment

Islamic Finance

Venture Capital

Infrastructure Investment

Hedge Funds

Mutual Funds

Relevant Teams

Legal

Compliance

Fund Administration

Investment Management

Risk Management

Operations

Finance

Investor Relations

Corporate Governance

Islamic Finance Advisory

Relevant Roles

Fund Manager

Chief Investment Officer

Compliance Officer

Legal Counsel

Investment Director

Fund Administrator

Risk Manager

Portfolio Manager

Investor Relations Manager

Chief Financial Officer

Company Secretary

Head of Operations

Investment Committee Member

Shariah Advisor

Managing Partner

Industries
Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for shareholding structures and investor rights
SCA Decision No. (9/R.M) of 2016: Concerning the regulations of mutual funds, including requirements for unit holder rights and governance structures
Federal Law No. 5 of 1985 (Civil Code): Provides the fundamental principles of contract law in the UAE, including formation, interpretation, and enforcement of contracts
SCA Board Resolution No. (37) of 2012: Concerning the regulations of investment funds, including specific requirements for unitholder agreements and investor protection
Federal Decree Law No. 20 of 2018 (Anti-Money Laundering Law): Establishes requirements for investor due diligence and prevention of money laundering in investment activities
UAE Central Bank Regulations on Investment Funds: Provides additional regulatory requirements for fund operations and unitholder rights in the UAE
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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