The Shareholder Subscription Agreement is a crucial document used when a company in the UAE is issuing new shares to investors or when existing shareholders are increasing their shareholding. It serves as the primary legal instrument documenting the share subscription process, ensuring compliance with UAE Federal Law No. 32 of 2021 (Companies Law) and other relevant regulations. The agreement is particularly important in the UAE context due to specific requirements regarding foreign ownership limitations, local partner requirements, and free zone regulations. It typically includes detailed provisions about the subscription process, payment terms, regulatory approvals, warranties, and various shareholder rights, while also addressing any Sharia law considerations if relevant. This document is essential for both private and public companies undertaking capital raising activities in the UAE.
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1. Parties: Identification of the Company, existing shareholders (if any), and the Subscriber(s)
2. Background: Context of the share issuance, company information, and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription: Details of shares being subscribed for, including class, number, and price per share
5. Payment Terms: Payment schedule, method of payment, and consequences of payment default
6. Completion: Conditions precedent, completion mechanics, and timing
7. Representations and Warranties: Standard representations from both company and subscriber
8. Regulatory Compliance: Compliance with UAE laws, including foreign ownership restrictions and regulatory approvals
9. Confidentiality: Protection of confidential information exchanged during the subscription process
10. Notices: Method and addresses for formal communications
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-dilution Rights: Protection against future share issuances, used for strategic investors
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically for minority protection
3. Drag-Along Rights: Ability to force minority shareholders to join in a sale, used in private companies
4. Pre-emptive Rights: Rights of first refusal on future share issuances, common for existing shareholders
5. Board Representation: Rights to appoint directors, used for significant investments
6. Information Rights: Rights to receive company information, important for minority shareholders
7. Share Transfer Restrictions: Limitations on transfer of subscribed shares, common in private companies
8. UAE Local Partner Provisions: Special provisions if required for UAE ownership requirements
9. Shariah Compliance: Additional provisions if the company operates under Islamic finance principles
1. Share Capital Structure: Details of company's share capital before and after subscription
2. Subscription Details: Detailed breakdown of shares being subscribed for
3. Form of Share Certificate: Template of share certificate to be issued
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Payment Schedule: Detailed payment terms and installment schedule if applicable
6. Completion Checklist: List of documents and actions required for completion
7. Warranties: Detailed warranties given by the company and/or subscriber
8. Regulatory Approvals: List of required governmental or regulatory approvals
9. Company Constitutional Documents: Memorandum and Articles of Association
10. Shareholder Rights: Detailed description of any special rights granted to the subscriber
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