Shareholders Agreement Contract Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholders Agreement Contract

"I need a Shareholders Agreement Contract for a Saudi tech startup with three local founders and one US-based investor, planning to close Series A funding by March 2025, with specific provisions for tech IP protection and future funding rounds."

Document background
The Shareholders Agreement Contract is a fundamental document used when establishing or restructuring shareholding arrangements in companies operating under Saudi Arabian law. It becomes essential when multiple shareholders are involved in a business venture and need to clearly define their rights, obligations, and relationships. This agreement is particularly crucial in the Saudi context as it must comply with both the Companies Law of 2015 and Sharia principles, while potentially accommodating foreign investment regulations where applicable. The document typically covers critical aspects such as share ownership, transfer restrictions, management rights, profit distribution, and dispute resolution mechanisms. It's commonly used in various scenarios including company formation, joint ventures, private equity investments, and family business restructuring, providing a robust framework for corporate governance and shareholder protection.
Suggested Sections

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

2. Background: Context of the agreement, company information, and purpose of the arrangement

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

4. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current shareholding percentages

5. Management and Control: Board composition, appointment rights, and decision-making processes

6. Shareholder Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements

7. Transfer of Shares: Restrictions on share transfers, right of first refusal, and transfer procedures

8. Dividend Policy: Rules and procedures for dividend declarations and distributions

9. Reserved Matters: List of 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 the agreement and circumstances for termination

13. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms compliant with Saudi law

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stakes

2. Drag-Along Rights: Included when majority shareholders might need to force minorities to join in a sale

3. Anti-dilution Provisions: Required when there's likelihood of future capital increases

4. Shareholder Loans: When shareholders may provide Sharia-compliant financing to the company

5. Non-Competition: Restrictions on shareholders engaging in competing businesses

6. Intellectual Property Rights: When the company has significant IP assets that need protection

7. Exit Mechanisms: Specific provisions for IPO or strategic sale scenarios

8. Foreign Ownership Provisions: When foreign shareholders are involved, addressing specific regulatory requirements

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, address, and commercial registration number

2. Schedule 2: Initial Shareholding Structure: Detailed breakdown of share ownership and share classes

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and key objectives of the company

5. Schedule 5: Board Regulations: Detailed procedures for board meetings and decision-making

6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7: Valuation Methodology: Agreed methods for share valuation in transfer scenarios

8. Schedule 8: Key Management Positions: Description of key management roles and appointment rights

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Financial Services

Retail

Energy

Construction

Telecommunications

Professional Services

Hospitality

Education

Transportation

Agriculture

Mining

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Finance

Compliance

Corporate Affairs

Risk Management

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Investment Manager

Corporate Governance Officer

Board Director

Compliance Officer

Risk Manager

Managing Director

Business Development Director

Shareholder Relations Manager

Corporate Affairs Manager

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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