Incorporation Agreement for United Arab Emirates

Incorporation Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes the foundation for a new company's formation in the United Arab Emirates. This agreement outlines the essential elements of company incorporation including shareholding structure, management framework, capital requirements, and operational guidelines in compliance with UAE Federal Law No. 32 of 2021. It addresses specific UAE requirements such as local ownership provisions (where applicable), and includes all necessary elements for both mainland and free zone company establishments, ensuring alignment with UAE commercial regulations and relevant emirate-specific requirements.

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What is a Incorporation Agreement?

The Incorporation Agreement serves as the foundational document for establishing a new company in the United Arab Emirates, whether in the mainland or free zones. This document is essential when two or more parties wish to form a company, detailing their rights, obligations, and the company's operational framework. The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for minimum capital, shareholding structures, and local ownership where applicable. The Incorporation Agreement typically includes comprehensive details about share capital, management structure, profit distribution, and decision-making processes, while also addressing UAE-specific requirements such as attested documents, local agent appointments, and regulatory compliance measures. It forms the basis for all subsequent company registration procedures with relevant authorities such as the Department of Economic Development or Free Zone authorities.

What sections should be included in a Incorporation Agreement?

1. Parties: Identification of all founding shareholders/partners, including full legal names, nationalities, and passport/Emirates ID details as required by UAE law

2. Background: Context of the incorporation, including the intended business purpose and type of legal entity being formed

3. Definitions: Key terms used throughout the agreement, including specific UAE legal terminology

4. Company Formation: Details of the company being formed, including legal name, trade name, legal form, and principal business activities

5. Share Capital and Contributions: Details of the company's capital structure, share values, and shareholders' contributions in compliance with minimum capital requirements

6. Shareholding Structure: Distribution of shares among founders, including any UAE national ownership requirements

7. Management Structure: Governance framework, including board composition, manager appointments, and decision-making processes

8. Shareholders' Rights and Obligations: Detailed rights, responsibilities, and obligations of shareholders

9. General Assembly: Procedures for general assembly meetings, voting rights, and quorum requirements

10. Financial Matters: Financial year, accounts, auditing requirements, and dividend distribution policies

11. Transfer of Shares: Procedures and restrictions for share transfers, including pre-emptive rights

12. Term and Termination: Duration of the company and circumstances for dissolution

13. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction

14. Execution: Signature blocks and attestation requirements as per UAE law

What sections are optional to include in a Incorporation Agreement?

1. Shareholder Loans: Terms for any initial or future shareholder loans, used when shareholders are providing additional funding beyond share capital

2. Intellectual Property Rights: Provisions regarding IP ownership and licensing, relevant for technology or brand-focused businesses

3. Non-Competition and Confidentiality: Restrictions on competitive activities and confidentiality obligations, important for protected business interests

4. Tag-Along and Drag-Along Rights: Special share transfer provisions for minority shareholder protection or exit strategies

5. Deadlock Resolution: Mechanisms for resolving shareholder disputes, particularly important in 50/50 ownership structures

6. Put and Call Options: Share purchase options between shareholders, useful for planned exit strategies

7. Branch Offices: Provisions for establishing branch offices, relevant for businesses planning multiple locations

8. Power of Attorney: Specific authorizations for company representatives, often needed for governmental procedures

What schedules should be included in a Incorporation Agreement?

1. Share Capital Details: Detailed breakdown of share classes, values, and payment terms

2. Shareholders' Information: Complete shareholder details including contact information and copies of ID documents

3. Business Plan: Initial business plan and projected financials

4. Company Constitution: Detailed constitutional documents as required by UAE law

5. Initial Directors and Officers: List of initial directors, officers, and their details

6. Property and Assets: List of initial company assets and property contributions

7. Required Licenses: List of licenses and permits required for operation

8. Specimen Signatures: Authorized signatory specimens and authentication

9. Powers of Attorney: Copies of any powers of attorney granted

Authors

Alex Denne

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

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Professional Services

Tourism and Hospitality

Energy

Construction

Media and Entertainment

Education

Trading

Logistics

Consulting

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Corporate Governance

Board of Directors

Executive Leadership

Risk Management

Business Development

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Business Development Director

Compliance Officer

Risk Manager

Board Member

Commercial Director

Investment Manager

Partner

Shareholder

General Counsel

Corporate Governance Officer

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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