Business and Corporate Advice
Standing counsel on how a business is run: the position on a question, the risk in a decision, and which route to take before costs are committed.
Service 14
Corporate & Commercial Law
Shareholder arrangements, commercial agreements and governance documents, drawn and reviewed as instruments that have to hold.
Business and Corporate Advice answers what a company should do. This is the work of writing the instrument that does it, and of reading the one someone else has written before it is signed.
Corporate and commercial instruments are governed principally by Federal Decree-Law No. 32 of 2021 on Commercial Companies and Federal Decree-Law No. 50 of 2022 on Commercial Transactions, with commercial agency arrangements sitting under their own regime in Federal Law No. 3 of 2022. Which of these applies changes what a clause can validly say.
The common failure is not a missing document but a document that was never read against the law that governs it. A shareholder agreement that contradicts the constitutional documents, or an agency arrangement drafted as if registration were optional, creates the dispute it was meant to prevent.
What we do
Shareholder and joint venture agreements
Reserved matters, transfer restrictions, deadlock and exit, drafted so they sit consistently with the memorandum and articles rather than against them.
Commercial agency and distribution
Advice on whether an arrangement falls under the commercial agency regime, and what registration does and does not change about terminating it.
Supply, service and distribution contracts
Terms drawn for the transaction actually contemplated, with the payment, liability and termination provisions written to be enforceable rather than aspirational.
Contract review before signature
Reading the counterparty's draft against the governing law and identifying the clauses that will matter if the relationship ends badly.
Governance documents and resolutions
Board and general assembly resolutions, delegations of authority, and the corporate approvals a transaction needs before it can be completed.
Corporate regulatory compliance
Ultimate beneficial ownership, economic substance and the filing obligations that attach to a company's form and activity.
How the work runs
- 01
Scope
Establish the transaction, the parties and the governing regime before any drafting begins.
- 02
Review
Read the existing constitutional documents and any counterparty draft against the law that governs them.
- 03
Draft
Prepare the instrument, with the commercial terms recorded the way the parties actually agreed them.
- 04
Negotiate
Advise through the mark-up, and attend the negotiation with you or on your behalf.
- 05
Complete
Settle the execution version, the resolutions authorising it, and any registration the arrangement requires.
Questions we are asked
How is this different from Business and Corporate Advice?
That page is standing counsel: what the position is, what a decision risks, which route to take. This one is the instrument itself, the shareholder agreement, the distribution contract, the board resolution. Most matters begin on that page and arrive at this one.
Does a shareholder agreement override the memorandum and articles?
Not automatically. Where the two conflict, the constitutional documents generally prevail on matters the Commercial Companies Law reserves to them. A shareholder agreement is worth having, but it has to be drafted alongside the constitutional documents rather than in ignorance of them.
Does a commercial agency have to be registered?
Registration under the commercial agency regime is what attracts its protections, including the restrictions on termination. An unregistered arrangement is treated as an ordinary contract. Which of the two you have is worth establishing before a termination notice is sent, not after.
Can you review a contract someone else drafted?
Yes, and it is the more common instruction. We read the draft against the governing law, mark the clauses that create exposure, and set out what to ask for in the negotiation.
Can you appear in a dispute over one of these contracts?
We advise on the position, prepare the file and instruct a registered advocate where a matter requires representation before a court. Appearance before the courts is reserved to registered advocates.
General information about this service, not advice on your matter. Legislation is named for orientation. See our terms of use.