The Holding Company Operating Agreement is a fundamental document required when establishing a holding company structure in the United Arab Emirates. It serves as the primary governing document that defines the relationship between shareholders, establishes management frameworks, and outlines operational procedures. This agreement must comply with UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law) and Federal Decree-Law No. 7 of 2023 on Holding Companies, making it essential for both mainland and free zone establishments. The document is particularly crucial for businesses looking to create corporate groups, manage multiple subsidiaries, or establish investment holding structures in the UAE. It includes provisions for corporate governance, economic substance compliance, subsidiary management, and shareholder rights, while addressing specific UAE regulatory requirements.
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1. Parties: Identification of all members/shareholders of the holding company
2. Background: Context of the agreement and purpose of the holding company
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Structure: Legal structure, registration details, and initial capital contribution
5. Purpose and Powers: Permitted activities and scope of the holding company's operations
6. Capital Structure: Share capital, classes of shares, and capital contribution requirements
7. Management and Governance: Board composition, management structure, and decision-making processes
8. Shareholders Rights and Obligations: Voting rights, profit distribution, and member responsibilities
9. Subsidiary Management: Framework for managing and overseeing subsidiary companies
10. Financial Matters: Financial management, accounting practices, and dividend policy
11. Transfer of Shares: Procedures and restrictions for share transfers
12. Exit Provisions: Mechanisms for member exit, including tag-along and drag-along rights
13. Termination: Circumstances and procedures for terminating the agreement
14. General Provisions: Standard clauses including governing law, notices, and amendments
1. Islamic Finance Compliance: Required if the holding company needs to comply with Shariah principles
2. Free Zone Provisions: Specific provisions if the holding company is established in a UAE free zone
3. Family Business Provisions: Special provisions for family-owned holding companies including succession planning
4. Investment Committee: Structure and powers of an investment committee if required for investment decisions
5. Intellectual Property Rights: Required if the holding company manages group IP rights
6. Competition and Non-Compete: Detailed non-compete provisions if members have competing interests
7. Employee Stock Option Plan: If the holding company implements an ESOP scheme
1. Schedule 1: Details of Initial Members: List of founding members with their shareholding details
2. Schedule 2: Initial Capital Contributions: Detailed breakdown of initial capital contributions
3. Schedule 3: Subsidiary Companies: List and details of all subsidiary companies
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Management Structure: Detailed organizational structure and reporting lines
6. Appendix A: Shareholders' Resolution Template: Standard format for shareholders' resolutions
7. Appendix B: Share Transfer Forms: Template forms for share transfers
8. Appendix C: Compliance Checklist: Checklist for UAE regulatory compliance requirements
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