The Joint Venture And Shareholders Agreement is a crucial document for businesses establishing joint operations in the United Arab Emirates. It is particularly relevant in the context of the UAE's evolving business landscape, which now permits 100% foreign ownership in many sectors while still maintaining specific requirements for certain regulated activities. This agreement is essential when two or more parties wish to collaborate in a business venture while clearly defining their rights, obligations, and operational framework. The document encompasses corporate governance structures, capital contributions, profit sharing mechanisms, management rights, transfer restrictions, and exit provisions, all while ensuring compliance with UAE federal laws, including the Commercial Companies Law and relevant free zone regulations where applicable. It serves as both a joint venture agreement establishing the collaboration and a shareholders agreement governing the ongoing relationship between the parties.
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1. Parties: Identification of all parties to the agreement, including full legal names and registered addresses
2. Background: Context of the joint venture, including business objectives and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation of the Joint Venture Company: Details of company formation, including name, legal structure, and registration requirements
5. Capital Structure and Financing: Share capital, shareholding percentages, and initial/future funding obligations
6. Business of the Company: Scope of business activities, business plan, and territorial restrictions
7. Board of Directors: Board composition, appointment rights, removal procedures, and decision-making processes
8. Shareholder Matters: Shareholder voting rights, reserved matters, and meeting procedures
9. Management and Operations: Day-to-day management structure, key personnel, and operational procedures
10. Financial Matters: Financial management, dividend policy, and accounting requirements
11. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights
12. Non-Competition and Confidentiality: Non-compete obligations and protection of confidential information
13. Term and Termination: Duration of agreement, termination events, and consequences of termination
14. Exit Provisions: Exit mechanisms, valuation methods, and buy-out procedures
15. Dispute Resolution: Dispute resolution procedures, governing law, and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Intellectual Property Rights: Required when the JV involves significant IP contributions or development
2. Employee Matters: Needed when specific employment arrangements or transfers are part of the JV
3. Related Party Transactions: Important when ongoing business relationships with shareholders are contemplated
4. Emiratisation Requirements: Required when the business is subject to UAE nationalization quotas
5. Free Zone Specific Provisions: Necessary when the JV company is established in a UAE free zone
6. Sharia Compliance: Required when Islamic finance or Sharia-compliant operations are involved
7. Anti-Corruption Compliance: Important when dealing with government contracts or international operations
8. Environmental Compliance: Necessary for industries with environmental impact considerations
9. Technology and Data Protection: Required when the JV involves significant technology assets or personal data processing
1. Details of the Company: Company registration details, address, and licensing information
2. Initial Business Plan: Detailed business plan including financial projections and milestones
3. Shareholders' Information: Details of shareholding structure and shareholder particulars
4. Board Reserved Matters: List of decisions requiring board approval
5. Shareholder Reserved Matters: List of decisions requiring shareholder approval
6. Initial Budget: Detailed first-year budget and capital expenditure plans
7. Key Personnel: Details of key management positions and initial appointees
8. Intellectual Property Register: Register of IP rights owned or licensed by the JV
9. Form of Deed of Adherence: Template for new shareholders joining the agreement
10. Share Valuation Methodology: Agreed methods for share valuation in various circumstances
11. Related Agreements: List and copies of associated agreements (licensing, service agreements, etc.)
12. Company Policies: Key corporate policies and procedures
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