The Entrusted Shareholding Agreement serves as a critical legal instrument in the United Arab Emirates' business landscape, particularly in scenarios involving complex ownership structures or foreign investment considerations. This document is typically used when establishing trust arrangements for share ownership, ensuring compliance with UAE's foreign ownership restrictions and regulatory requirements. The agreement comprehensively addresses the relationship between the Legal Owner (Trustee) and the Beneficial Owner (Entruster), detailing their respective rights and obligations regarding share ownership, voting rights, dividend distribution, and regulatory compliance. It must carefully navigate UAE Federal Law No. 32 of 2021 on Commercial Companies, anti-concealment regulations, and beneficial ownership disclosure requirements. The document includes essential provisions for regulatory compliance, risk management, and exit mechanisms, making it a fundamental tool for structured share ownership arrangements in the UAE.
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1. Parties: Identifies the Legal Owner (Trustee) and Beneficial Owner (Entruster), including their full legal names, addresses, and registration details if corporate entities
2. Background: Sets out the context of the arrangement, including details of the company whose shares are subject to the agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Shares', 'Company', 'Trust Period', 'Dividends', etc.
4. Declaration of Trust: Formal declaration that the Legal Owner holds the shares in trust for the Beneficial Owner
5. Consideration: Details of any payment or consideration for the trust arrangement
6. Rights and Obligations of the Legal Owner: Comprehensive list of the Legal Owner's duties, including voting rights, dividend handling, and regulatory compliance obligations
7. Rights and Obligations of the Beneficial Owner: Specifies the Beneficial Owner's rights and responsibilities, including funding obligations and decision-making powers
8. Regulatory Compliance: Provisions ensuring compliance with UAE laws, including beneficial ownership disclosure requirements and anti-concealment regulations
9. Term and Termination: Duration of the trust arrangement and circumstances under which it can be terminated
10. Transfer of Shares: Procedures for transferring shares upon termination or as otherwise agreed
11. Confidentiality: Provisions regarding the confidentiality of the arrangement and related information
12. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for dispute resolution
1. Power of Attorney: Optional section to include specific powers granted to the Legal Owner, used when detailed voting or management rights need to be explicitly stated
2. Share Charge: Security arrangements over the shares, used when the Beneficial Owner wants additional security
3. Tag-Along Rights: Rights of the Beneficial Owner to participate in share sales, included when there are multiple shareholders
4. Drag-Along Rights: Rights to force the sale of shares in certain circumstances, included when there are multiple shareholders
5. Dividend Policy: Detailed arrangements for handling dividends, used when specific dividend distribution mechanisms are required
6. Exit Mechanisms: Specific procedures for terminating the arrangement, included when parties want pre-agreed exit options
7. Dispute Resolution: Detailed dispute resolution procedures, included when parties want specific arbitration or mediation procedures
1. Details of Shares: Schedule listing the specific shares subject to the trust arrangement, including share numbers and classes
2. Company Information: Detailed information about the Company, including registration details, directors, and existing shareholders
3. Regulatory Compliance Checklist: List of compliance requirements and confirmations under UAE law
4. Form of Transfer Instrument: Template for share transfer documentation to be used upon termination
5. Powers of Attorney: Forms of any powers of attorney to be granted
6. Beneficial Ownership Declaration: Required declarations for UAE beneficial ownership regulations
7. Fee Schedule: Details of any fees payable to the Legal Owner for their services
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