The Share Ownership Agreement is a fundamental document used when establishing or modifying ownership structures in UAE companies. It becomes essential when multiple shareholders are involved, whether in a new company formation, investment round, or corporate restructuring. This agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for mainland and free zone companies. The document typically includes detailed provisions on shareholder rights, corporate governance, share transfers, and exit mechanisms, while addressing specific UAE requirements such as local ownership rules and foreign investment restrictions. Share Ownership Agreements are particularly crucial in the UAE context due to the jurisdiction's unique regulatory framework and the need to balance international business practices with local legal requirements.
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1. Parties: Identification of all shareholders and the company, including full legal names and addresses as required by UAE law
2. Background: Recitals explaining the context of the agreement and the company's establishment details
3. Definitions and Interpretation: Defined terms and interpretation rules, including Arabic/English language precedence
4. Share Capital and Ownership: Details of share capital, classes of shares, and ownership percentages
5. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations
6. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes
7. Shareholder Meetings: Procedures for general assemblies and shareholder voting in compliance with UAE Companies Law
8. Transfer Restrictions: Limitations on share transfers and required approvals
9. Pre-emptive Rights: Rights of first refusal and procedures for new share issuances
10. Exit Provisions: Mechanisms for shareholder exits including tag-along and drag-along rights
11. Confidentiality: Protection of company and shareholder confidential information
12. Competition and Non-solicitation: Restrictions on competitive activities and employee solicitation
13. Term and Termination: Duration of the agreement and termination circumstances
14. Dispute Resolution: Dispute resolution procedures including UAE court jurisdiction or arbitration
15. General Provisions: Standard boilerplate clauses adapted to UAE law requirements
1. Free Zone Compliance: Special provisions required for free zone companies
2. Preferred Shares Rights: Special rights and preferences if multiple share classes exist
3. Foreign Ownership Provisions: Specific provisions required for foreign shareholders
4. Shareholder Loans: Terms for any shareholder financing arrangements
5. Islamic Finance Compliance: Provisions ensuring Sharia compliance if required
6. Management Rights: Special management participation rights for certain shareholders
7. Share Pledge Arrangements: Security arrangements over shares if required
8. Dividend Policy: Specific arrangements for profit distribution
9. Deadlock Resolution: Specific procedures for resolving shareholder deadlocks
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes
2. Schedule 2 - Company Information: Details of company registration, licenses, and activities
3. Schedule 3 - Reserved Matters: List of decisions requiring special approval
4. Schedule 4 - Business Plan: Initial business plan and key objectives
5. Schedule 5 - Share Valuation Methodology: Agreed methods for share valuation
6. Schedule 6 - Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Initial Board Members: List of initial directors and their details
8. Schedule 8 - Key Performance Indicators: Agreed performance metrics if applicable
9. Appendix A - Power of Attorney Templates: Standard forms for shareholder representatives
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