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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."
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
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
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
Manufacturing
Technology
Real Estate
Healthcare
Education
Retail
Professional Services
Construction
Logistics
Tourism
Financial Services (Sharia-compliant)
Energy
Telecommunications
Agricultural
Mining
Legal
Corporate Governance
Board Secretariat
Compliance
Finance
Executive Leadership
Risk Management
Investor Relations
Corporate Affairs
Strategy
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
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