The Closely Held Corporation Shareholder Agreement is a crucial document for private companies in Saudi Arabia, particularly relevant for family businesses, professional services firms, and other closely held enterprises. It is typically used when establishing a new corporation or formalizing arrangements between existing shareholders, providing a comprehensive framework for corporate governance and shareholder relations. The agreement must comply with Saudi Companies Law 2015 (as amended) and Sharia principles, while addressing specific concerns such as share transfer restrictions, management rights, profit distribution, and succession planning. This document is especially important in the Saudi context where businesses often have complex family ownership structures and require clear mechanisms for maintaining control while facilitating growth and succession.
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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 formation details, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Share Capital and Shareholding: Details of company's share capital, classes of shares, and current distribution among shareholders
5. Management and Corporate Governance: Board composition, appointment rights, management structure, and decision-making processes
6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights, and quorum requirements
7. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, and pre-emptive rights
9. Exit Provisions: Mechanisms for shareholder exits, including tag-along and drag-along rights
10. Valuation: Methods for determining share value in various transfer scenarios
11. Dividend Policy: Framework for profit distribution and dividend declarations
12. Confidentiality: Obligations regarding company and shareholder confidential information
13. Non-Competition: Restrictions on shareholders engaging in competing businesses
14. Dispute Resolution: Procedures for resolving disputes, including mediation and arbitration processes
15. General Provisions: Standard clauses including governing law, notices, amendments, and severability
1. Family Business Provisions: Specific provisions for family-owned businesses, including succession planning and family council structure
2. Shariah Compliance: Detailed provisions ensuring compliance with Islamic law principles, particularly relevant for financial and investment activities
3. Intellectual Property Rights: Provisions dealing with ownership and use of intellectual property, particularly relevant for technology or brand-focused companies
4. Employee Share Scheme: Framework for implementing employee share ownership programs
5. Dead Lock Resolution: Specific mechanisms for resolving deadlock situations in 50/50 ownership structures
6. Put and Call Options: Detailed provisions for put and call options between shareholders
7. International Operations: Provisions dealing with international business operations and compliance with foreign laws
8. Advisory Board: Structure and role of an advisory board, if required for specific expertise or family governance
1. Share Capital and Shareholding Structure: Detailed breakdown of share ownership, share classes, and rights attached to shares
2. Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Board and Management Structure: Detailed organizational structure and governance framework
4. Business Plan: Initial business plan and framework for future updates
5. Deed of Adherence: Template for new shareholders joining the agreement
6. Valuation Methodology: Detailed procedures and formulas for share valuation
7. Tag and Drag Along Procedures: Detailed processes for implementing tag and drag along rights
8. Family Constitution: If applicable, family governance principles and succession planning guidelines
9. Competing Business List: List of businesses considered competitors for non-compete provisions
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