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Limited Liability Agreement

Limited Liability Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement for a UAE-based technology consulting company starting operations in March 2025, with three shareholders (two international and one UAE national), including specific provisions for intellectual property protection and profit sharing."

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Document background
The Limited Liability Agreement serves as the foundational document for establishing and operating a Limited Liability Company (LLC) in the United Arab Emirates. This document is essential for businesses seeking to establish a formal presence in the UAE market while limiting shareholder liability to their capital contribution. It must comply with Federal Law No. 2 of 2015 and related UAE regulations, including specific requirements for minimum capital, shareholding structures, and management arrangements. The agreement is particularly crucial as it defines the relationship between shareholders, establishes governance frameworks, and provides mechanisms for dispute resolution while accommodating both local and international business interests. It includes detailed provisions for share transfers, profit distribution, and management responsibilities, making it a vital document for protecting shareholder interests and ensuring smooth company operations.
Suggested Sections

1. Parties: Identification of the shareholders/members forming the LLC, including full legal names, nationalities, and contact details

2. Background: Context of the agreement, purpose of forming the LLC, and any relevant pre-formation matters

3. Definitions: Detailed definitions of terms used throughout the agreement to ensure clarity and consistent interpretation

4. Formation and Registration: Details of company formation, trade name, and registration requirements under UAE law

5. Business Activities: Permitted activities of the LLC as per UAE regulations and licensing requirements

6. Capital and Shares: Share capital structure, allocation, and payment terms in compliance with UAE minimum capital requirements

7. Management Structure: Appointment of managers, powers, duties, and decision-making processes

8. Shareholders' Rights and Obligations: Detailed rights, responsibilities, and obligations of shareholders

9. General Assembly: Procedures for general assembly meetings, voting rights, and quorum requirements

10. Financial Matters: Financial year, accounts, auditing requirements, and profit distribution

11. Transfer of Shares: Process and restrictions for share transfers, including UAE pre-emption rights

12. Term and Termination: Duration of the LLC and circumstances for termination or dissolution

13. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes

Optional Sections

1. Non-Competition: Restrictions on shareholders engaging in competing businesses, used when protecting specific market interests

2. Intellectual Property: IP ownership and usage rights, included when the LLC will develop or use significant IP

3. Employee Matters: Key employment policies and procedures, relevant for LLCs with significant staff

4. Islamic Finance Compliance: Specific provisions for Sharia compliance, if required

5. Branch Offices: Provisions for establishing branches, included when geographic expansion is planned

6. Related Party Transactions: Procedures for handling related party dealings, important for family businesses or group structures

7. Tag-Along and Drag-Along Rights: Special share transfer provisions, useful for companies planning future investment or exit

8. Deadlock Resolution: Specific procedures for resolving shareholder deadlocks, important for 50-50 ownership structures

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Detailed information about each shareholder including contact details and share allocation

2. Schedule 2 - Business Plan: Initial business plan and objectives of the LLC

3. Schedule 3 - Capital Contributions: Detailed breakdown of initial capital contributions and payment schedule

4. Schedule 4 - Reserved Matters: List of decisions requiring special approval or unanimous consent

5. Schedule 5 - Company Regulations: Internal regulations and procedures for day-to-day operations

6. Appendix A - Form of Share Certificate: Template for share certificates complying with UAE requirements

7. Appendix B - Power of Attorney Templates: Standard forms for powers of attorney needed for UAE corporate actions

8. Appendix C - Key Management Positions: Job descriptions and responsibilities for key management roles

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Retail

Technology

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Professional Services

Real Estate

Trading

Healthcare

Education

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Consulting

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Operations

Risk Management

Business Development

Corporate Affairs

Investment

Administration

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Corporate Secretary

Chief Financial Officer

Business Development Manager

Compliance Officer

Operations Director

Board Member

Company Formation Specialist

Investment Manager

Risk Manager

General Counsel

Legal Director

Corporate Governance Officer

Industries







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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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