Shareholders Agreements & JV Setup

Business-focused legal support for shareholders agreements & jv setup in the UAE, helping companies reduce risk and move forward with

Shareholders Agreements & JV Setup

Structuring a joint venture or formalising a shareholder relationship requires the right legal foundation from day one. We set up JV companies and draft comprehensive shareholders agreements that protect every party’s rights, define governance, and anticipate the exits.

In-depth description

When two businesses want to combine resources around a shared objective – entering a new market, developing a project, or building a shared platform – the legal structure and governance framework of that partnership are as important as the business case itself.

 

Joint Venture Company Setup

Joint venture company setup service assists businesses in establishing strategic partnerships by creating joint venture entities that align with their goals. We provide expert legal guidance on structuring the joint venture, drafting agreements, and ensuring compliance with regulatory requirements. Our team helps streamline the process of negotiating terms, protecting both parties’ interests, and setting clear operational frameworks, ensuring a successful and mutually beneficial collaboration between investors.

Scope of work

  • Provide strategic advice on the optimal legal structure for the Joint Venture (JV).
  • Draft and negotiate the foundational agreements, such as the Shareholders’ Agreement or JV Agreement.
  • Incorporate the new JV company in the chosen UAE jurisdiction.
  • Ensure the JV’s governance framework aligns with the objectives of all partners.

Deliverables

  • A fully incorporated and licensed JV company.
  • A robust, negotiated Shareholders’ or JV Agreement.

Pricing

  • AED 100,000 – AED 500,000
    Cumulative assessment – billed Hourly (contractual elements) and Lump Sum (corporate setup).

  • Primary Determinants of Pricing
    Number of parties, expected annual turnover, contribution of the parties, management structure, number of countries of operations, expected lifetime of the JV, place of registration of the JV holding company etc.


 

LOI, Termsheets, MoU & Shareholders Agreements Drafting

Provide expert legal and financial advisory in drafting Letters of Intent (LOI), Termsheets, Memorandum of Understanding (MoU), and Shareholders Agreements for private equity transactions. Our team ensures that all documents clearly define terms, protect client interests, and comply with legal requirements, facilitating smooth negotiations and agreements.

Scope of work

  • Draft the initial non-binding documents to frame the deal, such as the Letter of Intent (LOI), Memorandum of Understanding (MoU), or Term Sheet.
  • Following successful negotiations, we draft the definitive, legally binding Shareholders’ Agreement that governs the long-term relationship between the parties.

Deliverables

  • Professionally drafted LOIs, Term Sheets, and MoUs.
  • A comprehensive, negotiated Shareholders’ Agreement.

Pricing

  • AED 25,000 to AED 250,000 (Hourly rate)

Is your joint venture built on solid legal foundations?

Are you entering a joint venture with another business?

JVs without proper legal structure create governance gaps that become disputes when things go wrong between partners.

Do your shareholders have different rights and obligations?

A shareholders agreement documents each party's rights, obligations, and exit options so there is no room for ambiguity.

Have you defined how decisions will be made in your JV?

Deadlock provisions, voting thresholds, and reserved matters need to be set before disagreements arise, not after.

Is there a plan if one partner wants to exit the business?

Exit mechanisms, drag-along and tag-along rights, and buy-out formulas must be agreed while parties are still aligned.

Frequently asked questions

Critical clauses include: governance and board composition, reserved matters requiring supermajority, pre-emption rights on share transfer, drag-along and tag-along provisions, deadlock resolution mechanisms, exit and valuation provisions, non-compete and confidentiality, and dispute resolution.
JVs in the UAE can be structured as a new co-owned entity (LLC, free zone company, DIFC company) or as a contractual arrangement. Most substantial JVs use a co-owned entity for clarity and governance. The structure choice affects liability, tax, exit flexibility and dispute resolution options.
 
Without a deadlock provision, a 50/50 JV with no resolution mechanism can become paralysed. Options include: a casting vote, an independent third-party decision-maker, a right to buy out the other party at a formula price, or escalation to senior management or arbitration. Deadlocks are predictable, so drafting must anticipate them.
Yes. Foreign companies can hold shares in UAE entities, subject to applicable ownership rules for the chosen structure and activity. Their documents must be notarised, apostilled and officially translated into Arabic. Cross-border JV structures often use a UAE entity at the operating level with foreign shareholders above.

Dissolution triggers and processes should be specified in the shareholders agreement. Common mechanisms include buyout at formula valuation, third-party sale with right of first refusal, drag-along provisions to force a sale, or formal winding up. Anticipating exit at the formation stage prevents costly disputes later.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Mehdi Al Ghafari

Associate – Corporate, Commercial & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Other services you might need

A shareholders agreement is the foundation of any joint venture or multi-shareholder structure – these services complete the legal picture.

Corporate Governance - Board, Policies & Controls

A solid shareholders agreement needs to be backed by strong governance policies and clear board-level procedures.

Commercial Contracts - Drafting & Advisory

JVs require a full set of commercial agreements beyond the SHA. We draft the complete contractual framework.

SPV Setup for Investment & Project Structures

Most JVs are housed in a dedicated SPV. We set up the structure and the governance documents simultaneously.

WHAT SET US APART

Why ASTRUC & Co

A shareholders agreement defines your rights, your protections and your exit path. We draft it to hold up when it matters most.

1.

Business-first drafts

We structure shareholder agreements around your commercial objectives – not off-the-shelf precedents. Governance rights, exit mechanisms and deadlock provisions are tailored

2.

Senior counsel only

Shareholder agreements have long-term financial consequences. Every engagement is led by senior corporate lawyers who understand both the legal framework and the

3.

Cross-border fluency

JVs in the UAE frequently involve European shareholders. We navigate the interaction between French or European corporate law and the UAE framework – drafting agreements

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

One hour consultation

30-minute consultation

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