Preference Shares Agreement Template for the United Arab Emirates
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What is a Preference Shares Agreement?
The Preference Shares Agreement is a critical document used when UAE companies seek to raise capital through the issuance of shares with preferential rights, typically offering priority in dividends or capital returns over ordinary shares. This agreement, governed by UAE law and regulations, particularly the Commercial Companies Law (Federal Law No. 2 of 2015), establishes the complete framework for preference shares, including dividend rights, voting powers, conversion or redemption terms, and protective provisions. It's commonly utilized when companies need to attract investors while maintaining existing control structures, or when creating structured investment vehicles. The document must carefully balance UAE corporate law requirements, any applicable SCA regulations, and market expectations, while ensuring enforceability under local jurisdiction.
About the Preference Shares Agreement
A Preference Shares Agreement is a sophisticated legal document that governs the issuance and terms of preference shares in UAE companies. Unlike ordinary shares, preference shares grant holders priority rights to dividends and capital distributions, making them an attractive investment vehicle for risk-conscious investors. You'll need this agreement when your company seeks to raise capital while preserving existing management control structures or when creating tiered investment opportunities for different investor classes.
When do you need this document?
You require a Preference Shares Agreement when issuing shares with preferential rights over ordinary shareholders. This typically occurs during capital raising rounds where investors demand enhanced protection and priority returns. The document becomes essential when restructuring existing shareholdings, attracting institutional investors who prefer stable dividend streams, or when family businesses need to bring in external capital without diluting management control. You'll also need this agreement when creating employee share incentive schemes with preferential terms or when establishing joint ventures where different parties require varying levels of risk exposure and return priority.
Key legal considerations
Several critical legal elements require careful attention in your Preference Shares Agreement. Dividend provisions must clearly specify whether rights are cumulative or non-cumulative, the calculation method, and payment schedules. Voting rights need precise definition, particularly regarding when preference shareholders gain enhanced voting powers during company difficulties. Conversion and redemption clauses must establish clear triggers, valuation methods, and procedural requirements. Anti-dilution provisions protect preference shareholders from value erosion during subsequent financing rounds. Liquidation preferences determine the order and amounts of distributions upon company dissolution. Board representation rights often accompany significant preference share investments, requiring careful balance with existing governance structures.
Legal requirements in United Arab Emirates
UAE law imposes specific requirements on preference share issuances under the Commercial Companies Law (Federal Law No. 2 of 2015). Your company's articles of association must authorize preference share creation before issuance. The agreement must comply with minimum and maximum share capital requirements and maintain proper ratios between share classes. If your company is listed or seeking listing, Securities and Commodities Authority regulations apply additional disclosure and approval requirements. Foreign investment restrictions under Federal Law No. 19 of 2018 may limit preference shareholder eligibility depending on your business sector. The agreement must specify compliance with UAE Central Bank regulations if your company operates in financial services. Documentation must be in Arabic or accompanied by certified translations, and certain provisions may require notarization. The agreement should address UAE court jurisdiction and dispute resolution mechanisms, ensuring enforceability under local legal frameworks while protecting all stakeholder interests.
GOVERNING LAW
Applicable law
This Preference Shares Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
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