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Minority Shareholder Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Minority Shareholder Agreement

"I need a Minority Shareholder Agreement under Saudi Arabian law for a technology startup where US-based venture capital firms will hold 30% ownership, with specific focus on board representation rights and anti-dilution protection for planned funding rounds in March 2025."

Document background
The Minority Shareholder Agreement is essential in Saudi Arabian business structures where shareholders hold less than a controlling interest in a company. This document becomes particularly relevant in private companies, joint ventures, and family businesses where minority shareholders need protected rights while ensuring compliance with Saudi Companies Law and Shariah principles. The agreement typically comes into play during company formation, new investment rounds, or corporate restructuring, providing comprehensive protection mechanisms including voting rights, board representation, and exit options. It addresses specific requirements under Saudi jurisdiction while accommodating both local and international business practices, making it particularly relevant in the context of Saudi Arabia's increasing openness to foreign investment under Vision 2030.
Suggested Sections

1. Parties: Identification of all shareholders (majority and minority) and the company

2. Background: Context of the agreement, company information, and existing shareholding structure

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

4. Shareholder Rights and Obligations: Basic rights and obligations of all shareholders, including voting rights and capital contribution requirements

5. Minority Protection Rights: Specific protections for minority shareholders including veto rights on key decisions and anti-dilution provisions

6. Board Representation: Rights of minority shareholders to board representation and board observer rights

7. Information and Inspection Rights: Minority shareholders' rights to company information and financial statements

8. Share Transfer Restrictions: Limitations on transfer of shares including right of first refusal and tag-along rights

9. Reserved Matters: Decisions requiring minority shareholder approval

10. Dividend Policy: Framework for dividend declarations and distributions

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

12. Exit Rights: Mechanisms for minority shareholders to exit including put options and forced sale rights

13. Dispute Resolution: Procedures for resolving disputes including jurisdiction and applicable law

14. Confidentiality: Obligations regarding confidential information

15. Term and Termination: Duration of the agreement and circumstances for termination

Optional Sections

1. Foreign Ownership Provisions: Required when any minority shareholders are foreign entities, addressing specific requirements under Saudi foreign investment laws

2. Industry-Specific Compliance: Required for regulated industries such as financial services or healthcare

3. Share Valuation Mechanism: Detailed procedures for share valuation in case of transfers or exits

4. Anti-Competition Provisions: Required when shareholders have interests in competing businesses

5. Shariah Compliance Committee: Required when specific oversight of Shariah compliance is needed

6. Management Participation Rights: When minority shareholders have specific rights to participate in management

7. Future Funding Obligations: Required when there are expected future capital requirements

8. IPO Rights: Required when there is potential for future public listing

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding percentages and share classes

2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring minority shareholder approval

3. Schedule 3 - Board Composition: Details of board structure and appointment rights

4. Schedule 4 - Business Plan: Initial business plan and procedures for updates

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6 - Valuation Methodology: Agreed methods for share valuation

7. Schedule 7 - Company Information Rights: List of information and reports to be provided to minority shareholders

8. Appendix A - Key Performance Indicators: Metrics for monitoring company performance

9. Appendix B - Compliance Requirements: Specific regulatory and Shariah compliance requirements

Authors

Alex Denne

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

Relevant legal definitions



























































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Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Financial Services

Retail

Construction

Energy

Telecommunications

Agriculture

Education

Professional Services

Mining

Transportation

Tourism

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Corporate Affairs

Investment

Shareholder Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Legal Director

Investment Manager

Corporate Governance Officer

Board Director

Compliance Officer

Managing Partner

Investment Director

Shareholder Relations Manager

Corporate Affairs Director

Business Development Director

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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