We are forming a joint venture involving multiple investors and need a shareholders agreement

Greetings,

I can provide some general guidance on drafting a shareholders' agreement for a joint venture in the UAE. It's important to consult with a qualified legal professional in the UAE to ensure compliance with all relevant laws and regulations.

Here are some key considerations for your agreement:

1. Capital Contributions: Clearly outline the capital contributions required from each investor, including the form (cash, assets, etc.) and timing of these contributions.

2. Profit-Sharing: Specify how profits and losses will be distributed among the shareholders. This can be proportional to their capital contributions or based on another agreed-upon formula.

3. Voting Procedures: Define the voting rights of each shareholder, especially for key strategic decisions. You may want to establish different thresholds for different types of decisions (e.g., simple majority, supermajority).

4. Board Representation: Detail the rights of shareholders to appoint members to the board of directors. Consider the number of seats each shareholder is entitled to and any qualifications required for board members.

5. Transfer of Shares: Include restrictions on transferring shares to third parties, such as right of first refusal, tag-along rights, and drag-along rights. This helps maintain control over who can become a shareholder.

6. Dispute Resolution: Specify an arbitration process for resolving disputes, including the choice of arbitration center (e.g., Dubai International Arbitration Centre) and the governing rules. Arbitration is often preferred in the UAE for its confidentiality and efficiency.

7. Bilingual Agreement: Ensure the agreement is drafted in both Arabic and English. The Arabic version is typically required for enforcement in UAE courts, but having an English version can help avoid misunderstandings among international parties.

8. Compliance with UAE Laws: The agreement must comply with UAE Federal Law No. 2 of 2015 on Commercial Companies (as amended) and any relevant Emirate-specific regulations. This includes any requirements for foreign ownership and local sponsorship, depending on the business activity and location.

9. Legal Review: Engage a UAE-based law firm with expertise in corporate law to draft and review the agreement. They can ensure that the document is enforceable and tailored to your specific needs.

By addressing these elements, you can create a robust shareholders' agreement that aligns with UAE legal requirements and protects the interests of all parties involved.

Dear Questioner,

We can draft a bilingual agreement that is fully enforceable under UAE federal and Emirate-specific corporate laws.

You can contact us and send the documents to our email or WhatsApp.

Welcome.

Yes, of course.

We have the agreement. All the conditions related to UAE law are met. We guarantee specialists in such work, and we have the legal conditions.

You can contact our office by phone.

Dear Inquirer,

Yes, our office can assist with drafting a bilingual shareholders’ agreement tailored to your joint venture, ensuring it complies with UAE federal laws as well as the specific regulations of the concerned Emirate.

We will address all key elements, including capital contributions, profit-sharing, governance rights, transfer restrictions, and arbitration clauses, to ensure enforceability.

We recommend booking a consultation through our website or formally engaging our office so we can review your requirements in detail and prepare the agreement accordingly.

Best regards,

We are happy at Future Vision Law Advocates and Legal Consultancy to assist you and provide the best legal services that meet your needs.

To contact us, you can call or WhatsApp us.

Dear,

Greetings.

Thank you for reaching out regarding your joint venture.

We can assist in drafting a bilingual (Arabic-English) shareholders’ agreement that is fully enforceable under UAE federal and Emirate-specific corporate laws.

The agreement will comprehensively cover:

- Capital contributions of all investors

- Profit-sharing arrangements

- Voting procedures for key strategic decisions

- Board representation rights

- Restrictions on share transfers to third parties

- Arbitration and dispute resolution mechanisms

To proceed, we would need:

- Details of the investors and their proposed contributions

- Structure of profit-sharing and voting rights

- Any specific conditions or preferences regarding board representation or share transfers

Once we have this information, we can prepare a draft agreement for review and provide legal guidance to ensure full compliance with applicable UAE laws.

Please let us know a convenient time to discuss the details and next steps.

Best regards,

Dear Questioner,

Thank you for your message.

We can certainly assist you with preparing a comprehensive bilingual shareholders’ agreement for your joint venture that will be fully compliant with UAE federal law and any applicable Emirate-specific regulations.

Our draft will cover in detail:

Capital Contributions – Defining each investor’s financial or in-kind contribution and recording it formally.

Profit-Sharing – Establishing a transparent mechanism for dividend and profit distribution.

Governance & Voting Procedures – Clarifying how strategic decisions are made, including reserved matters requiring majority or unanimous approval.

Board Representation – Setting out shareholders’ rights to nominate directors and their voting authority.

Transfer Restrictions – Protecting against unwanted third-party involvement by including pre-emption rights, right of first refusal, and lock-in periods.

Dispute Resolution – Incorporating an arbitration clause under recognized UAE or international arbitration centers (such as DIAC, DIFC-LCIA, or ADGM) to ensure efficient resolution of disputes.

Bilingual Validity – Drafting the agreement in both English and Arabic, with clear provisions on which version prevails before UAE authorities.

Next Step:

We recommend arranging an initial consultation to review your joint venture structure, investors’ expectations, and preferred dispute resolution venue.

Once agreed, we will draft a legally binding agreement tailored to your project.

Kind regards,

Mohammed Salah

Legal Consultant

Thank you for reaching out to us.

We are pleased to inform you that we are fully capable of providing comprehensive legal support in this matter.

We can prepare a bilingual shareholders’ agreement (in both Arabic and English) that includes all the required provisions, such as capital contributions, profit-sharing mechanisms, voting procedures for strategic decisions, board representation rights, restrictions on transferring shares to third parties, and an effective arbitration process for dispute resolution.

The agreement will be drafted in accordance with the provisions of the UAE Federal Law, as well as the specific local laws of the relevant Emirates, to ensure enforceability and fair protection of all parties involved.

We welcome your communication and invite you to share the relevant details and documents.

Ahmed Harb Law Firm – KR

Thank you for contacting us via Legal Advice Middle East.

When structuring a joint venture with investors from multiple Emirates and abroad, it is essential that the shareholders’ agreement balances the commercial interests of all parties while remaining compliant with both UAE federal law and the specific regulations of the Emirate of incorporation.

We recently advised on a similar cross-Emirate joint venture, where the agreement successfully aligned diverse investor expectations, protected voting rights, and included robust dispute resolution clauses enforceable through arbitration.

There are multiple legal directions depending on your priorities. Capital contributions can be structured with clear schedules and valuation mechanisms to avoid disputes.

Profit-sharing can either follow ownership ratios or be tailored to reflect different levels of financial or operational input.

Voting thresholds and board representation can be defined to safeguard minority interests without undermining efficient governance.

Restrictions on share transfers can be customized through pre-emption rights and lock-in periods, ensuring no unwanted third party enters the venture.

Arbitration clauses, whether under DIAC, ADGM, or ICC, provide a neutral and enforceable forum to resolve conflicts without prolonged litigation.

Our firm can prepare a comprehensive bilingual shareholders’ agreement (Arabic-English), ensuring enforceability before UAE courts and arbitral institutions.

To tailor the draft precisely, we would need to review your trade license, intended shareholding structure, and the strategic objectives of the joint venture.

Our multilingual consultants are available in Arabic, English, Russian, Hindi, and Chinese to support you in every step of this process.

This response is provided by RASHID ALKAITOOB ADVOCATES & LEGAL CONSULTANTS, based solely on the information you have provided, and does not constitute a final legal opinion.

A binding assessment can only be given after reviewing the full documents. We would appreciate your positive review once we assist you.