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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for a UAE tech startup based in Dubai Internet City, where a foreign investor is subscribing for 20% of the company's shares, with completion planned for March 2025 and payment in three installments."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Relevant legal definitions









































Clauses

































Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Construction

Hospitality

Education

Media and Entertainment

E-commerce

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Investment

Corporate Governance

Shareholder Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Director

Compliance Officer

Board Director

Managing Director

Finance Manager

Legal Manager

Company Secretary

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

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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