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Shareholders Agreement Joint Venture for United Arab Emirates

Shareholders Agreement Joint Venture Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes and regulates the relationship between shareholders in a joint venture company. The document addresses key aspects including capital structure, management control, profit sharing, and exit mechanisms while ensuring compliance with UAE Federal Commercial Companies Law and foreign ownership restrictions. It includes specific provisions for corporate governance, reserved matters, and dispute resolution mechanisms tailored to the UAE legal framework, incorporating both mandatory local ownership requirements and commercial flexibility for business operations.

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Shareholders Agreement Joint Venture

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What is a Shareholders Agreement Joint Venture?

The Shareholders Agreement Joint Venture is a crucial document for businesses establishing joint ventures in the United Arab Emirates, particularly given the complex regulatory environment and local ownership requirements. This agreement type is essential for structuring investments that comply with UAE Federal Commercial Companies Law while protecting the interests of both foreign investors and local partners. It provides the framework for corporate governance, operational control, profit distribution, and exit mechanisms, while addressing specific UAE requirements such as Emiratisation quotas and foreign ownership restrictions. The document is particularly relevant for strategic partnerships, market entry strategies, and large-scale projects requiring local expertise and compliance with UAE regulations. It should be carefully tailored to account for specific free zone regulations if applicable, and include provisions for Shariah compliance where necessary.

What sections should be included in a Shareholders Agreement Joint Venture?

1. Parties: Identification of all shareholders and the company

2. Background: Context of the joint venture and relationship between parties

3. Definitions and Interpretation: Key terms and rules for interpreting the agreement

4. Business of the Company: Scope and nature of the joint venture business

5. Capital Structure and Funding: Share capital, funding obligations and capital calls

6. Shareholding and Share Transfer Restrictions: Ownership structure and limitations on share transfers

7. Management and Corporate Governance: Board composition, voting rights, and decision-making processes

8. Shareholder Meetings: Procedures for shareholder meetings and voting requirements

9. Reserved Matters: Decisions requiring special majority or unanimous approval

10. Business Plan and Budget: Process for approval and implementation of business plans

11. Distribution Policy: Rules for dividend distribution and profit sharing

12. Non-Competition and Confidentiality: Restrictions on competitive activities and information sharing

13. Default: Events of default and consequences

14. Exit Provisions: Mechanisms for exit including put/call options and tag-along/drag-along rights

15. Term and Termination: Duration and grounds for termination

16. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms

What sections are optional to include in a Shareholders Agreement Joint Venture?

1. Emiratisation Requirements: Include when the JV must comply with UAE national employment quotas

2. Free Zone Provisions: Include when the JV operates in a UAE free zone

3. Intellectual Property Rights: Include when IP is a significant aspect of the joint venture

4. Related Party Transactions: Include when significant business with related parties is anticipated

5. Shariah Compliance: Include when Islamic finance principles need to be observed

6. Anti-Corruption Compliance: Include when dealing with government contracts or international operations

7. Environmental Compliance: Include for industries with environmental impact considerations

8. Technology License: Include when technology transfer is part of the JV arrangement

What schedules should be included in a Shareholders Agreement Joint Venture?

1. Details of the Company: Company registration information and initial directors

2. Initial Shareholding Structure: Details of share classes and initial ownership percentages

3. Business Plan: Initial business plan and financial projections

4. Reserved Matters List: Detailed list of matters requiring special approval

5. Board Charter: Detailed procedures for board operations

6. Initial Budget: First year operational budget

7. Key Performance Indicators: Agreed performance metrics for the joint venture

8. Form of Deed of Adherence: Template for new shareholders joining the agreement

9. Valuation Methodology: Agreed methods for share valuation in transfer scenarios

10. Initial Officers: List of initial key management positions and appointees

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





























































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Relevant Industries

Oil & Gas

Construction & Real Estate

Technology

Healthcare

Manufacturing

Retail & Consumer

Financial Services

Tourism & Hospitality

Transportation & Logistics

Energy & Utilities

Education

Professional Services

Industrial

Media & Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Business Development

Strategy

Operations

Risk Management

Corporate Affairs

Investment

Board Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Head of Compliance

Business Development Director

Investment Manager

Board Member

Commercial Director

Operations Director

Joint Venture Manager

Strategy Director

Risk Manager

Company Secretary

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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