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Shareholder Contract Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholder Contract

"I need a Shareholder Contract for a Saudi Arabian technology startup with three local founders and a Singapore-based venture capital investor, planning to close the investment round by March 2025, with specific provisions for future funding rounds and technology IP protection."

Document background
The Shareholder Contract is a fundamental document used when establishing or formalizing relationships between shareholders in companies operating under Saudi Arabian jurisdiction. It becomes essential when two or more parties invest in a company and need to clearly define their rights, obligations, and relationships. The document must comply with both the Saudi Companies Law of 2015 and Sharia principles, making it unique compared to conventional shareholder agreements in other jurisdictions. It typically includes provisions for share ownership, management control, profit distribution, dispute resolution, and exit mechanisms, all structured to meet local regulatory requirements and business practices. This agreement is particularly crucial for companies with multiple shareholders, foreign investors, or those planning significant corporate changes, as it provides a clear framework for corporate governance and shareholder protection within the Saudi legal context.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, company's business nature, and shareholders' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Sharia-compliant concepts

4. Share Capital and Shareholding Structure: Details of company's capital, share classes, and ownership distribution

5. Management and Corporate Governance: Board composition, appointment rights, voting mechanisms, and decision-making processes

6. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

7. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

8. Dividend Policy: Framework for profit distribution in compliance with Sharia principles

9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

11. Confidentiality: Obligations regarding company and shareholder information confidentiality

12. Term and Termination: Duration of agreement and circumstances for termination

13. Dispute Resolution: Mechanisms for resolving disputes, including reference to Saudi courts or arbitration

14. General Provisions: Standard clauses including notices, amendments, and governing law

Optional Sections

1. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing SAGIA requirements and foreign ownership restrictions

2. Shariah Committee: Needed for companies requiring ongoing Shariah compliance monitoring, especially in financial services

3. IPO Rights: Include when there's potential for future public listing, covering pre-IPO rights and obligations

4. Intellectual Property Rights: Required when company owns significant IP or when shareholders contribute IP

5. Non-Competition and Non-Solicitation: Include when shareholders have competing business interests or access to sensitive information

6. Put and Call Options: Include when shareholders want specific exit mechanisms beyond standard transfer provisions

7. Management Incentive Schemes: Required when implementing employee share ownership or other incentive programs

8. Zakat and Tax Provisions: Include detailed tax provisions when shareholders have different tax statuses or for cross-border structures

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of shareholding, including share classes and rights

2. Business Plan: Initial business plan and key commercial objectives

3. Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Board Rules and Procedures: Detailed governance procedures and board meeting regulations

5. Deed of Adherence: Template for new shareholders joining the agreement

6. Share Valuation Methodology: Agreed methods for share valuation in transfer scenarios

7. Key Management Positions: Description of key management roles and appointment rights

8. Shariah Guidelines: Specific Shariah compliance requirements and prohibited activities

Authors

Alex Denne

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

Relevant legal definitions



































































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Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Education

Retail

Professional Services

Construction

Logistics

Tourism

Financial Services (Sharia-compliant)

Energy

Telecommunications

Agricultural

Mining

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Finance

Executive Leadership

Risk Management

Investor Relations

Corporate Affairs

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Director

Managing Director

Investment Manager

Compliance Officer

Legal Director

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Risk Management Officer

Strategy Director

Company Secretary

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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