Shareholders Agreement Joint Venture Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholders Agreement Joint Venture

"I need a Shareholders Agreement Joint Venture for a renewable energy project in Saudi Arabia between a European technology company (60% ownership) and a local Saudi industrial group (40% ownership), with specific provisions for technology transfer and local content requirements, to be completed by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

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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