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Foreign Investment Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the framework for foreign investment in the United Arab Emirates. The document outlines the terms and conditions for foreign capital investment, including ownership structure, management rights, capital contributions, and regulatory compliance requirements. It incorporates provisions aligned with UAE foreign investment laws, including Federal Decree-Law No. 19 of 2018, and addresses key aspects such as corporate governance, operational control, profit distribution, and exit mechanisms while ensuring compliance with local regulations and investment protection measures.

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What is a Foreign Investment Agreement?

The Foreign Investment Agreement serves as the primary legal instrument for structuring and documenting foreign investments in the United Arab Emirates. This document is essential when foreign entities or individuals seek to establish or expand their business presence in the UAE, whether through direct investment, joint ventures, or other investment vehicles. It comprehensively addresses crucial aspects such as ownership structures, capital requirements, management control, and regulatory compliance, while incorporating necessary protections under UAE law. The agreement must align with recent UAE foreign investment regulations, particularly Federal Decree-Law No. 19 of 2018, which allows up to 100% foreign ownership in certain sectors. It is typically used for significant investments requiring detailed documentation of parties' rights, obligations, and regulatory commitments, while providing mechanisms for dispute resolution and exit strategies within the UAE legal framework.

What sections should be included in a Foreign Investment Agreement?

1. Parties: Identification of the foreign investor, local partner (if any), and any relevant government entities

2. Background: Context of the investment, including brief description of the project and parties' intentions

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

4. Investment Structure: Details of the investment vehicle, ownership structure, and capital contribution arrangements

5. Regulatory Compliance: Commitments regarding compliance with UAE foreign investment laws and regulations

6. Corporate Governance: Management structure, voting rights, and decision-making processes

7. Capital and Funding: Initial and future funding requirements, capital calls, and financing arrangements

8. Business Operations: Operational framework, business plan implementation, and management responsibilities

9. Representations and Warranties: Standard and specific warranties from all parties

10. Rights and Obligations: Detailed responsibilities and rights of each party

11. Transfer Restrictions: Limitations on transfer of shares/interests and required approvals

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

13. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law

14. Confidentiality: Protection of confidential information and trade secrets

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

What sections are optional to include in a Foreign Investment Agreement?

1. Local Partner Obligations: Used when there is a local partner involved, detailing their specific responsibilities and contributions

2. Technology Transfer: Required when the investment involves significant technology or know-how transfer

3. Intellectual Property Rights: Necessary when the investment involves significant IP assets or development

4. Employment and Emiratisation: Include when the investment involves significant workforce requirements and local hiring obligations

5. Environmental Compliance: Required for investments in industries with environmental impact

6. Government Support: Include when specific government incentives or support are part of the investment

7. Force Majeure: Optional but recommended for long-term investments or those with significant operational aspects

8. Anti-corruption Compliance: Particularly important for investments involving government entities or regulated sectors

9. Exit Rights: Include detailed exit mechanisms for investments with planned exit strategies or IPO possibilities

What schedules should be included in a Foreign Investment Agreement?

1. Business Plan: Detailed business plan including financial projections and operational strategies

2. Capital Structure: Detailed breakdown of shareholding, capital contributions, and funding schedule

3. Key Performance Indicators: Specific performance metrics and targets for the investment

4. Required Licenses and Permits: List of all required regulatory approvals and their status

5. Management Structure: Detailed organizational chart and management positions

6. Property Details: Information about any real estate or physical assets involved in the investment

7. Technical Specifications: Technical details of any equipment, technology, or processes involved

8. Service Level Agreements: Operational performance standards and metrics

9. Insurance Requirements: Details of required insurance coverage

10. Form of Shareholders' Resolution: Template for key corporate approvals

11. Compliance Checklist: List of ongoing compliance requirements and responsibilities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

Free to use

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