Founders Service Agreement Template for the United Arab Emirates
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What is a Founders Service Agreement?
The Founders Service Agreement is a vital document used when establishing or formalizing the relationship between a founder and their company in the United Arab Emirates. It is particularly relevant for startups, scale-ups, and new company formations in the UAE, whether in mainland UAE or free zones. The agreement combines elements of an employment contract with corporate governance provisions, addressing the unique position of founders who are both shareholders and service providers to the company. It must comply with UAE Federal Law No. 32 of 2021 (Companies Law) and Federal Law No. 33 of 2021 (Labor Law), while considering specific free zone regulations where applicable. The document typically includes detailed provisions on duties, compensation, equity arrangements, intellectual property rights, confidentiality, non-compete obligations, and termination terms, tailored to the UAE business environment.
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About the Founders Service Agreement
A Founders Service Agreement is a specialized legal document that formalizes the relationship between company founders and their business entity in the United Arab Emirates. Unlike traditional employment contracts, this agreement recognizes the unique dual role of founders as both equity holders and service providers, ensuring compliance with UAE Federal Law No. 32 of 2021 (Companies Law) and Federal Law No. 33 of 2021 (Labor Law).
When do you need this document?
You need a Founders Service Agreement when establishing a new company in the UAE, whether in mainland jurisdictions or free zones like DIFC, ADGM, or RAKEZ. This document becomes crucial when multiple founders are involved and you need to clarify roles, responsibilities, and compensation structures. It's particularly important for tech startups, consulting firms, and innovative businesses where intellectual property creation is central to operations. The agreement is also essential when seeking investment, as investors typically require clear documentation of founder relationships and commitment levels before proceeding with funding rounds.
Key legal considerations
Your Founders Service Agreement must address several critical legal elements to ensure enforceability under UAE law. Intellectual property clauses are paramount, clearly stating that all work-related creations belong to the company and comply with UAE IP laws. Compensation structures must distinguish between salary, equity participation, and performance bonuses while adhering to UAE Labor Law minimum requirements. Non-compete and confidentiality provisions require careful drafting to be enforceable under UAE Commercial Transactions Law. The agreement should also include detailed termination procedures, specifying how equity vesting accelerates or ceases upon departure, and establishing clear dispute resolution mechanisms preferably through UAE courts or approved arbitration centers.
Legal requirements in United Arab Emirates
Under UAE law, your Founders Service Agreement must comply with specific jurisdictional requirements depending on your company's location. For mainland UAE companies, the agreement must align with Federal Law No. 32 of 2021, ensuring founder appointments are properly documented and approved by the board of directors. Free zone companies must additionally comply with their specific free zone authority requirements, which may have different employment and corporate governance standards. The document requires proper execution with authorized signatories and may need notarization or attestation depending on your company's structure. All compensation arrangements must comply with UAE Labor Law provisions regarding working hours, leave entitlements, and end-of-service benefits, even for founder-employees. Additionally, any equity arrangements must be consistent with your company's articles of association and UAE shareholding regulations.
GOVERNING LAW
Applicable law
This Founders Service Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business dealings in the UAE. Relevant for establishing commercial terms and business relationships between founders and the company.
Federal Law No. 5 of 1985 (Civil Code): Provides the fundamental principles of contract law and obligations in the UAE. Essential for ensuring the agreement's enforceability and basic contractual elements.
Federal Law No. 33 of 2021 (Labor Law): Regulates employment relationships in the UAE. Relevant for defining service aspects and employment terms of founders who also serve as executives.
Federal Law No. 4 of 2012 (Competition Law): Relevant for non-compete and restrictive covenant provisions often included in founder agreements.
UAE Free Zone Regulations: If the company is established in a free zone, specific regulations of that free zone regarding company formation and founder relationships must be considered.
Federal Law No. 19 of 2018 (Foreign Direct Investment Law): Relevant if any founders are foreign nationals, governing foreign ownership and investment aspects.
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