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Unanimous Shareholder Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for a Saudi technology startup with four founding shareholders and potential foreign investment, including specific provisions for future funding rounds and technology IP protection."

Document background
The Unanimous Shareholder Agreement is a crucial document used when establishing or updating the governance framework of a company in Saudi Arabia. It becomes particularly relevant when multiple shareholders are involved and there's a need to clearly define their relationships, rights, and obligations. This document must comply with the Saudi Companies Law 2015, Capital Market Law, and Sharia principles, making it distinct from similar agreements in other jurisdictions. The agreement typically includes detailed provisions on corporate governance, share transfers, profit distribution, and dispute resolution mechanisms. It serves as a fundamental tool for protecting shareholder interests while ensuring smooth company operations. The Unanimous Shareholder Agreement is especially important in private companies where shareholders want to establish clear guidelines for company management and potential future scenarios such as exits or capital increases.
Suggested Sections

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

2. Background: Context of the agreement, including company formation details and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Sharia Compliance: Declaration of compliance with Islamic law principles and prohibited activities

5. Share Capital and Shareholdings: Details of company's share capital, shareholding structure, and classes of shares

6. Management and Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure

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

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

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

10. Dividend Policy: Framework for profit distribution and dividend declarations

11. Deadlock Resolution: Mechanisms to resolve fundamental disagreements between shareholders

12. Confidentiality: Obligations regarding company and shareholder information confidentiality

13. Term and Termination: Duration of agreement and circumstances allowing termination

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Pre-emptive Rights: Used when shareholders want the right to maintain their percentage ownership in future share issuances

2. Foreign Ownership Provisions: Required when any shareholders are non-Saudi entities, addressing specific foreign investment requirements

3. Exit Mechanisms: Detailed procedures for shareholders to exit, including IPO provisions and put/call options

4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers

5. Intellectual Property Rights: Required when the company has significant IP assets that need protection

6. Related Party Transactions: Procedures for handling business dealings between the company and shareholders or their affiliates

7. Environmental and Social Responsibility: Include when the company operates in sensitive sectors or has specific ESG commitments

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete information about each shareholder including ownership percentages and contact details

2. Schedule 2: Company Information: Details of the company including registration number, address, and current directors

3. Schedule 3: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation

4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval

5. Schedule 5: Business Plan: Initial business plan and key performance indicators

6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making

7. Schedule 7: Deed of Adherence: Template for new shareholders to join the agreement

8. Schedule 8: Valuation Methodology: Agreed methods for company and share valuation

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

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Relevant Industries

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Construction

Financial Services

Education

Energy

Transportation

Agriculture

Telecommunications

Industrial

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Board Secretariat

Risk Management

Corporate Affairs

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Board Member

Managing Director

Compliance Officer

Investment Manager

Corporate Governance Manager

Shareholder Relations Manager

Business Development Director

Risk Manager

Company Director

Legal Counsel

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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