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Company Ownership Contract

Company Ownership Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Ownership Contract

"I need a Company Ownership Contract for a UAE mainland technology startup with three international shareholders (40%, 40%, 20% split) and plans for employee share options, to be effective from March 2025."

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Document background
The Company Ownership Contract is a fundamental legal document required when establishing or restructuring a company in the United Arab Emirates. It serves as the primary agreement governing the relationship between shareholders and defining the company's ownership structure. This document is essential for both mainland UAE companies and free zone entities, ensuring compliance with Federal Law No. 32 of 2021 and relevant emirate-specific regulations. The contract typically includes detailed provisions on share capital, management rights, profit distribution, transfer restrictions, and corporate governance mechanisms. It's particularly crucial for foreign investors entering the UAE market, as it must align with foreign ownership restrictions or free zone regulations while protecting all parties' interests and establishing clear operational frameworks.
Suggested Sections

1. Parties: Identifies all shareholders/owners with their full legal names, addresses, and identification details as per UAE requirements

2. Background: Explains the context of the agreement, company formation purpose, and business objectives

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

4. Company Formation and Structure: Details of company name, legal form, license type, and registration requirements

5. Share Capital and Ownership: Specifies the company's capital structure, share distribution, and value of shares

6. Shareholders' Rights and Obligations: Outlines rights, responsibilities, and obligations of all shareholders

7. Management and Control: Defines management structure, appointment of directors/managers, and decision-making processes

8. General Assembly Meetings: Procedures for conducting shareholder meetings and voting mechanisms

9. Financial Matters: Details regarding capital contributions, profit distribution, and financial management

10. Transfer of Shares: Procedures and restrictions for transferring ownership interests

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

12. Confidentiality: Provisions for protecting company and shareholder confidential information

13. Governing Law and Jurisdiction: Specifies UAE law application and dispute resolution mechanisms

14. Notices: Communication procedures between parties

15. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments

Optional Sections

1. Pre-emptive Rights: Used when shareholders want right of first refusal on new share issuances

2. Tag-Along and Drag-Along Rights: Include when protecting minority shareholders or facilitating company sale

3. Non-Competition and Non-Solicitation: Added when shareholders need to be restricted from competing activities

4. Intellectual Property Rights: Required when company owns significant IP assets

5. Shareholder Loans: Include when shareholders will provide additional financing

6. Deadlock Resolution: Important for companies with equal shareholding

7. Special Industry Provisions: Specific provisions required for regulated industries

8. Employee Share Scheme: Include if company plans to offer shares to employees

Suggested Schedules

1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share capital, classes of shares, and ownership percentages

2. Schedule 2: Articles of Association: Company's constitutional document complying with UAE Companies Law

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Shareholders' Particulars: Detailed information about shareholders including UAE ID/passport copies

5. Schedule 5: Reserved Matters: List of decisions requiring special approval

6. Schedule 6: Initial Directors and Officers: Details of initial management team and their roles

7. Schedule 7: Deed of Adherence: Template for new shareholders joining the company

8. Schedule 8: Company Assets: List of initial assets contributed by shareholders

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions







































Clauses



































Relevant Industries

Real Estate

Technology

Retail

Manufacturing

Professional Services

Healthcare

Financial Services

Construction

Hospitality

Trading

E-commerce

Logistics

Education

Media and Entertainment

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Strategy

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Business Development Director

Compliance Officer

Board Member

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Risk Management Officer

Strategy Director

Operations 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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