The LLC Agreement serves as the foundational document for establishing a Limited Liability Company in the United Arab Emirates, structured in accordance with UAE Federal Law No. 32 of 2021 and related regulations. This document is essential when two or more parties wish to form a company with limited liability in the UAE, whether in mainland UAE or in certain free zones. The agreement comprehensively addresses corporate governance, capital structure, management responsibilities, profit distribution, and shareholder rights while ensuring compliance with local ownership requirements where applicable. It provides the legal framework for the company's operations and helps prevent future disputes by clearly defining all aspects of the business relationship between shareholders.
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1. Parties: Identification of the shareholders/members entering into the LLC agreement, including full legal names and addresses
2. Background: Context of the agreement, including the intention to form an LLC and brief description of the business purpose
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Formation and Registration: Details of company formation, including name, trade license requirements, and registration procedures
5. Business Purpose: Detailed description of the company's permitted business activities
6. Capital and Shares: Share capital structure, value of shares, and allocation among shareholders
7. Management Structure: Appointment and powers of managers, management procedures, and decision-making processes
8. Shareholders' Rights and Obligations: Detailed rights, responsibilities, and obligations of shareholders
9. General Assembly: Procedures for conducting general assembly meetings and voting requirements
10. Financial Matters: Financial management, accounting practices, and distribution of profits
11. Transfer of Shares: Procedures and restrictions for transferring shares, including pre-emptive rights
12. Term and Termination: Duration of the LLC and circumstances for termination
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of company information, used when specific intellectual property or trade secrets need protection
2. Tag-Along and Drag-Along Rights: Special share transfer provisions, included when shareholders want additional exit mechanisms
3. Deadlock Resolution: Procedures for resolving management deadlocks, important for 50/50 ownership structures
4. Islamic Finance Compliance: Specific provisions ensuring compliance with Shariah law, if required
5. Branch Offices: Provisions for establishing and managing branch offices, if expansion is planned
6. Intellectual Property Rights: Detailed IP ownership and usage rights, important for technology or brand-focused businesses
7. Employee Share Schemes: Framework for employee share ownership, if planning to offer equity to employees
8. Related Party Transactions: Procedures for handling transactions with related parties, important for family businesses or complex corporate structures
1. Schedule 1: Details of Shareholders: Complete information about shareholders including contact details and share allocation
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Initial Directors/Managers: Details of initial management team and their authorities
4. Schedule 4: Capital Contributions: Detailed breakdown of initial capital contributions and payment schedule
5. Schedule 5: Reserved Matters: List of decisions requiring special approval or unanimous consent
6. Schedule 6: Company Policies: Key operational policies and procedures
7. Appendix A: Form of Share Certificate: Template for share certificates
8. Appendix B: Property Details: Details of any initial property or assets being transferred to the LLC
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