The Shareholders Agreement Joint Venture is a crucial document used when two or more parties wish to establish a joint business venture in Saudi Arabia. It's particularly relevant in the context of Saudi Vision 2030, which encourages foreign investment and private sector participation in the Kingdom's economy. The agreement addresses key aspects such as corporate governance, capital structure, management control, profit distribution, and exit mechanisms, while ensuring compliance with Saudi Companies Law and Shariah principles. It's especially important for foreign investors entering the Saudi market, as it provides clear frameworks for partnership with local entities and addresses specific requirements under Saudi foreign investment regulations. The document typically includes detailed provisions for board composition, reserved matters, share transfer restrictions, and dispute resolution mechanisms tailored to the Saudi legal environment.
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1. Parties: Identification of the shareholders/joint venture partners, including full legal names, registration details, and addresses
2. Background: Context of the joint venture formation, business objectives, and confirmation of Shariah compliance
3. Definitions and Interpretation: Key terms used throughout the agreement, including Arabic/English translations where necessary
4. Business of the Company: Detailed description of the joint venture's business scope and objectives
5. Capital Structure: Share capital, shareholding percentages, and capital contribution requirements
6. Corporate Governance: Board composition, appointment rights, removal procedures, and meeting protocols
7. Shareholder Meetings: Procedures for general assemblies, voting rights, and quorum requirements
8. Reserved Matters: Decisions requiring special majority or unanimous approval
9. Business Plan and Funding: Initial business plan, future funding obligations, and funding mechanisms
10. Distribution Policy: Dividend policy and profit distribution mechanisms
11. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights
12. Exit Provisions: Tag-along, drag-along rights, and exit mechanisms
13. Deadlock Resolution: Procedures for resolving fundamental disagreements
14. Non-Competition and Confidentiality: Non-compete obligations and confidentiality requirements
15. Term and Termination: Duration, termination events, and consequences
16. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements
1. Shariah Compliance: Detailed provisions ensuring compliance with Islamic law principles - required if any financing or revenue structures need to be Shariah-compliant
2. Intellectual Property Rights: IP ownership and licensing provisions - required if IP is a significant component of the joint venture
3. Management Structure: Detailed executive management arrangements - required for larger joint ventures with complex management structures
4. Technical Services: Terms for technical support or knowledge transfer - required if one partner is providing technical expertise
5. Localization Requirements: Provisions addressing Saudization and local content requirements - required for specific sectors
6. Related Party Transactions: Framework for handling related party dealings - required if significant inter-company transactions are anticipated
7. Force Majeure: Specific force majeure provisions adapted to local circumstances - recommended for high-risk sectors
1. Schedule 1 - Details of the Company: Company registration details, address, and commercial registration information
2. Schedule 2 - Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
3. Schedule 3 - Business Plan: Initial business plan and financial projections
4. Schedule 4 - Reserved Matters List: Comprehensive list of matters requiring special approval
5. Schedule 5 - Board Composition: Initial board members and nomination rights
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Key Performance Indicators: Agreed performance metrics and targets
8. Schedule 8 - Initial Capital Contributions: Details of initial capital and asset contributions by each party
9. Appendix A - Articles of Association: Company's Articles of Association in compliance with Saudi Companies Law
10. Appendix B - Related Agreements: List and copies of related transaction documents
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business
Business Day
Business Plan
Capital Market Authority
Chairman
Change of Control
Commercial Registration
Company
Confidential Information
Control
Deed of Adherence
Default Event
Defaulting Shareholder
Directors
Drag-along Notice
Drag-along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Foreign Investment License
General Assembly
Governmental Authority
Group
Initial Business Plan
Initial Capital
Intellectual Property Rights
Joint Venture Company
Key Performance Indicators
Management
Managing Director
Material Adverse Effect
MISA
Notice
Ordinary Resolution
Parties
Permitted Transferee
Pre-emption Rights
Project
Related Party Transaction
Reserved Matters
Saudi Arabian Riyal
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Tag-along Notice
Tag-along Right
Technical Services Agreement
Term
Territory
Transfer
Valuation
Vision 2030
Articles of Association
Board of Directors
Business
Business Day
Business Plan
Capital Market Authority
Chairman
Change of Control
Commercial Registration
Company
Confidential Information
Control
Deed of Adherence
Default Event
Defaulting Shareholder
Directors
Drag-along Notice
Drag-along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Foreign Investment License
General Assembly
Governmental Authority
Group
Initial Business Plan
Initial Capital
Intellectual Property Rights
Joint Venture Company
Key Performance Indicators
Management
Managing Director
Material Adverse Effect
MISA
Notice
Ordinary Resolution
Parties
Permitted Transferee
Pre-emption Rights
Project
Related Party Transaction
Reserved Matters
Saudi Arabian Riyal
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Tag-along Notice
Tag-along Right
Technical Services Agreement
Term
Territory
Transfer
Valuation
Vision 2030
Clauses
Parties and Recitals
Definitions and Interpretation
Business Scope
Share Capital and Ownership
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Management Rights
Capital Contributions
Funding Obligations
Distribution Policy
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Non-Competition
Confidentiality
Intellectual Property
Financial Matters
Business Planning
Deadlock Resolution
Default Events
Force Majeure
Termination
Exit Mechanisms
Valuation
Warranties and Representations
Shariah Compliance
Regulatory Compliance
Related Party Transactions
Information Rights
Audit Rights
Environmental Compliance
Anti-corruption
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Costs
Language
Counterparts
Definitions and Interpretation
Business Scope
Share Capital and Ownership
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Management Rights
Capital Contributions
Funding Obligations
Distribution Policy
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Non-Competition
Confidentiality
Intellectual Property
Financial Matters
Business Planning
Deadlock Resolution
Default Events
Force Majeure
Termination
Exit Mechanisms
Valuation
Warranties and Representations
Shariah Compliance
Regulatory Compliance
Related Party Transactions
Information Rights
Audit Rights
Environmental Compliance
Anti-corruption
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Costs
Language
Counterparts
Relevant Industries
Energy
Manufacturing
Technology
Infrastructure
Healthcare
Real Estate Development
Mining
Financial Services
Defense
Tourism
Education
Transportation
Telecommunications
Renewable Energy
Entertainment
Relevant Teams
Legal
Corporate Development
Finance
Board of Directors
Executive Leadership
Compliance
Risk Management
Strategy
Business Development
Investment
Corporate Governance
Operations
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Chief Financial Officer
Board Member
Managing Director
Head of Mergers & Acquisitions
Investment Director
Legal Director
Company Secretary
Chief Operations Officer
Head of Strategy
Business Development Director
Compliance Officer
Risk Manager
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