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Minority Shareholder Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Minority Shareholder Agreement

"I need a Minority Shareholder Agreement for a UAE-based technology startup where foreign investors will hold 30% ownership, with specific focus on board representation rights and anti-dilution protection for planned funding rounds in 2025."

Document background
The Minority Shareholder Agreement is a crucial document in the UAE business environment, particularly given the increasing foreign investment and complex corporate structures in the region. This agreement becomes essential when companies have minority shareholders holding less than 50% of shares who require protection of their interests. The document typically follows UAE Federal Law No. 32 of 2021 and other relevant regulations, providing comprehensive coverage of minority shareholder rights, governance mechanisms, and protection measures. It's particularly relevant for companies with foreign investors, family businesses introducing external shareholders, or in situations where multiple stakeholders hold varying degrees of ownership. The agreement addresses key aspects such as board representation, voting rights, transfer restrictions, and dispute re红杏直播 mechanisms, all within the framework of UAE law.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, majority shareholders, and minority shareholders

2. Background: Context of the agreement, company structure, and existing shareholding arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Ownership and Capital Structure: Details of shareholding percentages, classes of shares, and capital structure

5. Minority Shareholder Rights: Core rights including voting rights, dividend rights, and information rights

6. Board Representation: Rights regarding board appointment and representation

7. Reserved Matters: Decisions requiring minority shareholder approval

8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

9. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties

10. Information and Inspection Rights: Rights to company information and financial records

11. Dispute Re红杏直播: Procedures for resolving disputes between shareholders

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and termination provisions

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction

Optional Sections

1. Anti-dilution Protection: Protection against share dilution, used when future capital raises are anticipated

2. Put Option Rights: Right to sell shares back to majority shareholders, included when exit protection is required

3. Employment Rights: If minority shareholders are also employees/executives of the company

4. Dividend Policy: Detailed dividend distribution rules, when specific dividend arrangements are needed

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, when shareholders are involved in business operations

6. Islamic Finance Compliance: Special provisions for Shariah compliance if required

7. Free Zone Specific Provisions: Additional provisions if company is in a UAE free zone

Suggested Schedules

1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes

2. Schedule 2: Reserved Matters List: Comprehensive list of decisions requiring minority shareholder approval

3. Schedule 3: Company Information: Details of the company including registration number, address, and current directors

4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5: Tag-Along and Drag-Along Procedures: Detailed procedures for implementing these rights

6. Schedule 6: Valuation Methodology: Agreed methods for share valuation in various scenarios

7. Appendix A: Board Meeting Procedures: Procedures for conducting board meetings and passing re红杏直播s

8. Appendix B: Shareholder Meeting Procedures: Procedures for conducting shareholder meetings and voting

Authors

Alex Denne

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

Relevant legal definitions















































Clauses









































Relevant Industries

Technology

Real Estate

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Energy

Construction

Hospitality

E-commerce

Media and Entertainment

Telecommunications

Transportation and Logistics

Education

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Finance

Risk Management

Corporate Affairs

Investment

Strategy

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Shareholder Relations Manager

Risk Management Officer

Company Secretary

Investment Director

Business Development Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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