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Private Investment Contract for United Arab Emirates

Private Investment Contract Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the terms and conditions for private investment in a business entity or project within the United Arab Emirates. This document addresses key aspects including investment structure, governance rights, profit sharing, exit mechanisms, and regulatory compliance requirements specific to the UAE market. It incorporates provisions that align with UAE Federal Laws, including the Companies Law, Foreign Direct Investment regulations, and relevant free zone regulations where applicable. The agreement ensures protection of investor interests while maintaining compliance with local ownership requirements and other UAE-specific regulatory considerations.

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What is a Private Investment Contract?

The Private Investment Contract serves as a fundamental legal instrument for structuring private investments in the United Arab Emirates. It is primarily used when investors seek to acquire equity stakes, provide capital funding, or establish joint ventures in UAE-based businesses. The document must carefully navigate UAE's distinct legal framework, including foreign ownership restrictions, local sponsor requirements (where applicable), and specific free zone regulations. This contract type is essential for documenting investment terms, governance rights, profit distribution mechanisms, and exit strategies while ensuring compliance with UAE Federal Law No. 2 of 2015 (Companies Law), Federal Decree-Law No. 19 of 2018 (FDI Law), and other relevant regulations. The agreement's structure accommodates both local and international investment practices while adhering to UAE's civil law system and commercial regulations.

What sections should be included in a Private Investment Contract?

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details as per UAE requirements

2. Background: Context of the investment, including brief description of the business and investment opportunity

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Investment Structure: Details of the investment amount, form of investment (equity, debt, hybrid), and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before the investment becomes effective

6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and business condition

7. Covenants: Ongoing obligations of the parties, including positive and negative covenants

8. Corporate Governance: Management structure, voting rights, and decision-making processes

9. Transfer Restrictions: Limitations on transfer of shares or investment interests

10. Exit Rights: Mechanisms for investment exit, including put/call options and tag-along/drag-along rights

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

13. Governing Law and Dispute Resolution: Specification of UAE law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Private Investment Contract?

1. Anti-Dilution Protection: Protection for investors against future dilution of their investment, used in equity investments

2. Employee Matters: Provisions regarding key employees and management, relevant when investment includes operational control

3. Intellectual Property Rights: Detailed IP provisions, necessary when the investment involves significant IP assets

4. Environmental Compliance: Environmental obligations and warranties, required for investments in industrial or real estate sectors

5. Shariah Compliance: Islamic finance provisions, necessary for Shariah-compliant investments

6. Free Zone Specific Provisions: Additional provisions required for investments in UAE free zones

7. Currency and Exchange Rate Provisions: Specific provisions for handling currency risks in cross-border investments

8. Competition and Anti-Trust: Required when investment may raise competition law concerns

What schedules should be included in a Private Investment Contract?

1. Schedule 1 - Investment Details: Detailed breakdown of investment amount, payment schedule, and valuation

2. Schedule 2 - Business Plan: Detailed business plan and financial projections

3. Schedule 3 - Corporate Information: Company documents, certificates, and corporate authorizations

4. Schedule 4 - Key Performance Indicators: Specific performance metrics and targets

5. Schedule 5 - Warranties: Detailed warranties and disclosure letter

6. Schedule 6 - Properties and Assets: List of material assets and properties owned by the company

7. Appendix A - Shareholders Agreement: Detailed shareholders' rights and obligations

8. Appendix B - Security Documents: Security arrangements and collateral documents

9. Appendix C - Required Approvals: List of regulatory and third-party approvals required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
































































Clauses














































Relevant Industries

Real Estate Development

Technology

Financial Services

Healthcare

Manufacturing

Retail and Consumer

Energy and Resources

Infrastructure

Hospitality and Tourism

Education

Media and Entertainment

Logistics and Transportation

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Board of Directors

Executive Leadership

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Legal Counsel

Investment Manager

Corporate Development Manager

Business Development Director

Compliance Officer

Risk Manager

Finance Director

Managing Partner

Board Member

Company Secretary

General Counsel

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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