Shareholder agreement, joint venture, distribution or franchise deal? The gaps left in these documents are where most later disputes start.
Shareholder, joint venture, distribution, agency, franchise and supplier agreements, drafted to prevent the dispute, plus governance, restructuring and exit.
Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
A commercial contracts lawyer in Dubai drafts and reviews the agreements that decide how your business is owned, run and ended, so that the document works when the relationship is under strain and not only when it is going well. MBM drafts, reviews and negotiates shareholder, joint venture, distribution, agency, franchise and supplier agreements, and advises on governance, restructuring, exit and liquidation, and on the legal structure behind a new company. You do not have to work out what a clause means alone: we explain every term in plain language. Your first consultation is free and confidential.
Because the same team handles disputes, we know which clauses tend to be tested. Choose the agreement or situation that matches yours.
Governance, deadlock, transfers, exit and valuation between a company's owners. See shareholder agreement lawyer in Dubai. First we check: the articles, who holds what and how exits would work. Talk to us about a shareholder agreement
Contribution, control and exit terms for a venture or project. See joint venture agreement lawyer in Dubai. First we check: what each side contributes, who controls what and how the venture ends. Talk to us about a joint venture
Territory, exclusivity, performance and termination terms. See distribution and agency agreements. First we check: territory, exclusivity and whether the agency is registered. Talk to us about a distribution agreement
Royalty, territory and standards terms, and franchise disputes. See franchise agreement lawyer in Dubai. First we check: fees, territory and termination rights. Talk to us about a franchise
Supply terms, performance standards and termination rights. See supplier agreements. First we check: delivery, standards and what happens on default. Talk to us about a supplier contract
Decision-making rules, restructuring, exit planning and liquidation. See governance and restructuring. First we check: the current structure, the owners' aims and whether the company is solvent. Talk to us about restructuring or exit
Corporate agreements sit within the Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and general UAE contract law. As we understand it, Federal Decree-Law No. 25 of 2025 (reported in force 1 June 2026) now governs contract formation and performance, and we confirm the current position at your first consultation. The practical rights and obligations between the parties are set by the specific agreement itself. Commercial agency relationships can also carry additional statutory protections depending on how they are structured and registered.
A gap or ambiguity in a shareholder, JV, distribution or franchise agreement is one of the most common sources of a later dispute. This page describes the general framework. It is not advice on your agreement.
Check the company documents too. The articles of association are the company's constitution, and a shareholders' agreement is a separate contract between the owners. A shareholders' agreement binds only its signatories unless the company is a party, so the memorandum and articles and the shareholders' agreement must be aligned. Where the two differ, the dispute is often about which prevails, and the answer depends on the wording and the law. We read them together and align them before you sign.
A joint venture agreement typically governs a specific project between two or more parties, with defined contribution, governance and exit terms tied to that venture's purpose, whereas a shareholder agreement governs the ongoing relationship between a company's owners more generally. Many joint ventures run through a new company, so the two documents need to fit together. Before drafting, we ask what each side contributes, who controls what and what happens when the project ends or the partners disagree.
Before the venture starts, the partners should be able to answer in writing what each side puts in, who controls the day-to-day decisions, and how the project ends if it does not go to plan. If the venture will run through a new company, we check that the company’s documents and the venture agreement say the same thing. See business structuring for the structure itself.
A distribution or agency agreement should clearly address territory, exclusivity, minimum performance obligations, termination rights and post-termination consequences. Gaps in any of these are common sources of later disputes between principals and distributors or agents.
We advise principals bringing products to the UAE and distributors taking them on. The points that matter are territory, exclusivity, targets and what happens at the end of the relationship.
For an agency agreement, the first question is how the arrangement is structured and whether it is registered, because commercial agency relationships in the UAE can carry statutory protections for the agent depending on those two points. We draft and review agency terms for principals and agents with that in mind.
Disputes commonly arise over termination, compensation on termination and whether the relationship qualifies for those protections at all. The first step is to read the contract and the history of the relationship together, before either side serves a termination notice or a claim.
A franchise agreement combines a licence to use a brand with a long-term operating relationship, so the terms on fees, territory and standards matter for years. We advise franchisors bringing a brand into the UAE and franchisees taking on a franchise, and we resolve disputes over royalties, territory and standards compliance.
If a dispute has begun, a franchise dispute lawyer can help you assess the position before you serve or answer a notice. Typical triggers are royalty reporting, territory overlap and alleged failure to meet standards. For breach and compensation claims in general, see contract dispute lawyer in Dubai.
A supplier agreement sets the terms of an ongoing supply relationship, and the points that matter are practical: what is delivered, to what standard, by when and what happens if it is not. We draft and review supply terms for buyers and suppliers, and we help you agree which standard terms apply when yours do not match the other side's.
Where a business has outgrown its structure, or an owner plans to leave, structure matters as much as any single agreement. For the wider range of corporate services, see corporate lawyer in Dubai.
Corporate governance covers how a company's board and shareholders make decisions, delegate authority and oversee management. In practical terms, it means clear internal rules that reduce the risk of later disputes between owners and management.
Restructuring is typically considered when the current ownership, group or operational structure no longer fits the business, for example ahead of an investment or an exit.
Structuring a new venture or subsidiary is easier when governance and exit are considered from the outset.
Exit planning involves choosing the route, a sale, a buy-out or a wind-down, and preparing the structure, contracts and documents to support it. Where the exit is a sale, see M&A lawyer in Dubai.
MBM handles company formation for mainland and free zone companies: we advise on the right structure, prepare the constitutional documents and shareholder terms, and take the set-up through the licensing and registration steps with the relevant authority. The legal structure matters as much as the licence: ownership, control, shareholder terms and the dispute clause decide whether the documents still work when the business has grown.
Closing a company is a process, not a single filing, and the route depends on the type of company, the authority that licenses it and whether it can pay its debts. In general terms, a voluntary closure involves a decision by the owners, someone who winds up the company's affairs, dealing with creditors, staff and contracts, and ending the licence and registrations. Where the company cannot pay its debts, other insolvency routes may apply, and free zone companies follow their own authority's procedures.
We start by establishing why the company is closing and whether it is solvent, and MBM can act as liquidator or advise the liquidator. We then look at what the constitutional documents require, what contracts and obligations are outstanding and how employees, bank accounts and regulatory clearances will be handled, so the owners and directors are not left with liabilities they did not expect. For the full process, see company liquidation lawyer in Dubai.
Planning a shareholder agreement, a restructuring or the closure of a company? Tell us what you have in mind. Your first consultation is free and confidential.
You will understand every term you sign, and the document will reflect the deal you actually made.
You describe the deal, the people involved and what worries you. We explain which terms matter most and the sensible first step.
We read any draft, term sheet, constitutional document and correspondence, so the agreement fits the company and the deal.
Before you instruct us, we set out what the work covers and what it costs, with third-party charges separate.
We draft the agreement, or mark up the other side's draft, and explain each change and the risk it addresses.
We negotiate the points that matter and tell you which are worth holding out for.
We check the final version and signing formalities, and note anything that needs action later, such as a notice period.
You can call before gathering any of this, and a draft sent as a photo or file by WhatsApp or email is enough to start.
The cost depends on the type of agreement and how complex it is, so we do not publish a price list. Your first consultation with MBM is free and confidential. If you then want to go ahead, you receive a written scope and fee position before any paid work starts.
A short agreement with two straightforward parties costs less than a joint venture with several contributors and a cross-border element, and a restructuring or liquidation involves several documents and steps. Where you need regular contract work, an ongoing arrangement may be more practical. See retainer lawyer in Dubai. Government, registry and notarisation fees are separate, and we tell you which apply.
MBM's team sees where corporate agreements fail in practice and drafts to close those gaps before they become disputes. If a clause creates unnecessary exposure, we say so, and no outcome is promised. If a dispute does arise, see arbitration lawyer in Dubai and civil litigation lawyer in Dubai.
Rated 4.9 on Google reviews. Agreements, governance and disputes are handled by one team, led by Mohamed Badr, Founder & Managing Partner, with 17 years of legal experience, so the person who explains the risk at signing can also stand behind it later. MBM works with group companies in the UK, Europe, the Middle East and the Gulf, which helps when a matter has an international side. That is useful for joint ventures, distribution and franchise agreements where the other party or the brand sits abroad. We work from Dubai Media City and Al Khalidiya, Sharjah.
Your free first consultation is with a member of MBM’s legal team in Dubai or Sharjah. Your draft agreements and business plans are treated in confidence from the first call.
Founder & Managing Partner
Mohamed Badr leads MBM and has 17 years of legal experience. His career has included roles at law firms and multinational corporations in the UAE, advising businesses on high-stakes disputes, corporate restructuring and commercial litigation.
Names and titles as published on mbm-co.com. Your first consultation is with a member of MBM’s legal team in Dubai or Sharjah.
General information about commercial contracts, governance and restructuring in Dubai. It is not advice on your agreement. Positions and procedures can change and depend on your facts.
A shareholder agreement sets out how shareholders will make decisions, resolve deadlock and handle exit, in more specific terms than the articles of association usually provide. Most disputes between shareholders trace back to a gap or ambiguity this agreement could have addressed.
At a minimum, reserved matters that need more than a simple majority, rules on transferring shares, drag-along and tag-along terms, a deadlock procedure, exit and valuation terms, who appoints directors and how disputes are resolved. The right content depends on the owners and the plan for the business.
There is no safe general answer. The articles are the company's constitution, and the shareholder agreement is a separate contract between the owners. A shareholders' agreement binds only its signatories unless the company is a party, so the two must be aligned. The outcome depends on the wording, the parties and the law. It is better to align the documents before you sign, and we check them together.
It depends on how many owners there are, how complex the deal is and how quickly the parties agree. Drafting is usually quick compared with negotiation, so the answer is mostly how soon the owners settle the commercial points. We give you a realistic view when we scope the work.
A JV agreement typically governs a specific project or venture between two or more parties, with defined contribution, governance and exit terms tied to that venture's purpose, whereas a shareholder agreement governs the ongoing relationship between a company's owners more generally. Where the venture runs through a company, both may be needed.
Territory, exclusivity, minimum performance obligations, termination rights and post-termination consequences. Gaps in any of these are common sources of later disputes between principals and distributors or agents.
Commercial agency relationships in the UAE can carry statutory protections for the agent depending on how the arrangement is structured and registered. Disputes commonly arise over termination, compensation on termination and whether the relationship qualifies for those protections at all.
Yes, including advising both franchisors bringing a brand into the UAE and franchisees taking on a franchise, and resolving disputes over royalties, territory and standards compliance.
Yes. Send us the draft and tell us what the deal is meant to be, and we will review it, explain the risks and suggest changes. You can send it by WhatsApp or email. The first consultation is free.
It covers how a company's board and shareholders make decisions, delegate authority and oversee management. Practically, it means clear internal rules that reduce the risk of later disputes between owners and management.
Typically when the current ownership, group or operational structure no longer fits the business's needs, for example ahead of an investment, an exit, or to address inefficiencies or risk in the current structure.
Deciding on the exit route (a sale, a buy-out or a wind-down) and preparing the company's structure, contracts and documentation to support it. MBM advises on the options and the legal steps involved.
The route depends on the type of company, the licensing authority and whether the company can pay its debts, and free zone companies follow their own authority's procedures. In general terms, closure involves a decision by the owners, someone to wind up the company's affairs, dealing with creditors, staff and contracts, and ending the licence and registrations. Ask us about your company before you start, and see company liquidation lawyer in Dubai for the process in more detail.
It depends on the type and complexity of the agreement or advice. MBM does not publish a price list. We provide a scope and a fee position before you instruct us, and we tell you which government or other third-party charges are separate.
Yes. MBM's first consultation is free and confidential. It is a discussion of your agreement, structure or plans, with or without documents. If you then choose to instruct MBM, we set out the scope and the fee position first.
Your first consultation with MBM is free and confidential. Tell us briefly what has happened. A member of MBM’s legal team will review your enquiry and come back to you with the appropriate next step.
If you have a draft agreement, send it as a photo or file by WhatsApp or email after you submit the form. If a signing date is close, please call.
Dubai · Office 3204, Level 32, Business Central Towers – Tower B, Dubai Media City
Sharjah · Office 2001, Level 20, Al Hind Tower, Al Khalidiya District
Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
Your first consultation is free and confidential. Whether it is a shareholder agreement, a franchise deal or a governance question, the earlier we are involved, the stronger the foundation.
