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Shareholder Termination Agreement

Shareholder Termination Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Termination Agreement

"I need a Shareholder Termination Agreement under UAE law for a departing minority shareholder (15% shareholding) who will receive payment in three installments, with the final payment due March 2025."

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Document background
The Shareholder Termination Agreement is a crucial document used when a shareholder exits a company in the United Arab Emirates, whether through voluntary withdrawal, mutual agreement, or as part of a corporate restructuring. This agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and consider any applicable free zone regulations. It typically includes comprehensive provisions for share valuation, transfer mechanisms, payment terms, releases, and ongoing obligations. The document is essential for protecting all parties' interests and ensuring a smooth transition, particularly in the UAE's diverse business environment where both local and international shareholders may be involved. Special attention is given to Sharia law compliance, especially regarding payment terms and interest provisions.
Suggested Sections

1. Parties: Identification of all parties including the Company, departing shareholder(s), and remaining shareholders

2. Background: Context of the shareholding relationship and reasons for termination

3. Definitions: Key terms used throughout the agreement including Share Value, Completion Date, and Encumbrances

4. Termination of Shareholder Rights: Specification of the cessation of shareholder rights and status

5. Share Transfer: Terms and mechanics of the transfer of shares including pricing and payment terms

6. Consideration and Payment: Details of payment including amount, method, and timing

7. Completion: Actions to be taken on completion date and completion mechanics

8. Warranties and Representations: Standard warranties from all parties regarding capacity, ownership, and authority

9. Release and Waiver: Mutual release of claims and liabilities between parties

10. Confidentiality: Ongoing obligations regarding company confidential information

11. Announcements: Protocol for public announcements regarding the termination

12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Non-Compete and Non-Solicitation: Restrictions on future competitive activities - include when departing shareholder has been actively involved in business operations

2. Employee Matters: Required when departing shareholder is also an employee or director

3. Intellectual Property Rights: Include when departing shareholder has been involved in IP creation or has IP rights

4. Tax Matters: Include specific tax-related provisions when cross-border elements exist

5. Continuing Obligations: Include when certain obligations need to survive termination

6. Outstanding Loans and Debts: Include when there are outstanding shareholder loans or other financial obligations

7. Company Property: Include when departing shareholder has possession of company assets or property

Suggested Schedules

1. Share Certificate: Copy of the share certificate(s) being transferred

2. Calculation of Share Value: Detailed calculation of the agreed share value and any adjustments

3. Completion Requirements: Checklist of all documents and actions required for completion

4. Board Resolution: Copy of board resolution approving the share transfer

5. Resignation Letters: If applicable, resignation from directorship or other positions

6. Release Documentation: Formal release documents required under UAE law

7. Payment Schedule: If payment is in installments, detailed payment schedule and terms

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

































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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Energy

Telecommunications

Hospitality

Trading

Media

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Board Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Investment

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Finance Director

Managing Director

Board Member

Compliance Officer

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

Risk Manager

Company Director

General Counsel

Financial Controller

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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