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Investment agreement (Word & PDF)
Investment agreement in Arabic: عقد استثمار / عقد استثمار بين طرفين — party-to-party capital, an ownership percentage, use of funds, information rights and exit. It does not incorporate a company.
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For an investor and a manager, or two parties putting in capital without incorporating, and the counsel recording the amount, control and exit. Signing it does not create a company and it does not transfer shares.
Sources: 6 official sourcesNot legal advice
What this template includes
This paper does not register a company
A free bilingual party-to-party investment agreement for the GCC: the amount, the ownership percentage, the use of funds, information rights and exit. It does not incorporate a company. The Saudi Companies Law and the UAE Commercial Companies Law are named generally; no securities-law article number is stated.[1][2] Other GCC states are under review. This is general information, not legal advice.
When the investment draft is the right file
Use this page when one party puts in money and the other runs the work, and the parties want an ownership percentage written down. Do not call the money shares in a company unless a company is incorporated. For that, use the memorandum of association or the articles of association and file the commercial registration.
- Fill in the [placeholders]: investor, manager or founder, amount, percentage, use of funds, accounts, exit.
- Write whether the money is returned before profit or treated as a share of the result. Do not leave that blank.
- Out of scope: incorporation, a share transfer in an existing company, and any securities offering. Those article numbers are not stated here.
Investment is not incorporation
The Saudi Companies Law, Royal Decree No. M/132 of 1/12/1443H, and the UAE Commercial Companies Law, Federal Decree-Law No. 32 of 2021, govern company forms. This paper does not create one.[1][2] Formation of a civil contract in Saudi Arabia follows the Civil Transactions Law: offer and acceptance, essential terms, and a promise to contract.[3][5] UAE formation articles under Federal Decree-Law No. 25 of 2025 are under review. No article number is stated.[4][6]
- A later sale of shares in a company that already exists is the share transfer agreement.
- Bahrain, Qatar, Kuwait and Oman: under review. No article number is stated.
The template
Investment agreement
A party-to-party investment for the GCC: capital, ownership percentage, use of funds, information rights and exit. It does not incorporate a company and it is not a share transfer. Replace every [placeholder].
This agreement is made on [date] between [Investor: name, ID/CR, address] (the “Investor”) and [Founder / manager: name, ID/CR, address] (the “Manager”).
Drafting note
Use the name on the ID or in the commercial register.
The Investor pays [amount, currency] on [date / instalments]. The Investor’s ownership percentage is [●]%. The Manager’s percentage is [●]%.
The money is [returned before profit / treated as a share of the result]. Do not leave that blank. Do not call the money shares in a company unless a company is incorporated.
The funds are used only for [describe the project]. Out of scope: [●]. Spending above [●] needs the Investor’s prior written consent.
This agreement is a contractual arrangement. It does not incorporate a company and it does not register anyone in the commercial register.[1][2]
Drafting note
If the parties later incorporate, use the memorandum of association or the articles of association. A sale of shares in a company that already exists is the share transfer agreement.
The Manager decides day-to-day operations within [limit]. These acts need the Investor’s written consent: [borrowing / disposing of assets / contracts above ●].
The Manager delivers [accounts / bank statements / a written report] to the Investor every [●] days. The Investor may inspect the books on reasonable notice.
Either party may leave by written notice of [●] days. What is returned on exit: [amount, valuation method, timing].
Drafting note
Name the valuer and the payment timing. Take advice before signing.
- (a) It does not incorporate a company. Use the memorandum of association or the articles of association.
- (b) It is not a share transfer. Use the share transfer agreement.
- (c) A profit split without an ownership percentage is the partnership agreement.
- (d) Limited joint work without capital is the cooperation agreement.
Governed by the laws of [country]. A dispute goes to [the courts of ● / arbitration under ●]. Arabic and English, with Arabic prevailing in Saudi Arabia.[3][5]
Investor: name [●] · capacity [●] · signature [●] · date [●]
Manager: name [●] · capacity [●] · signature [●] · date [●]
Drafting note
This is a starting point. Have it reviewed by a lawyer licensed in the relevant jurisdiction before you use it. No securities-law article number is stated.
Saudi Arabia notes
Companies Law and Civil Transactions Law, named generally.[1][3][5]
| Item | What to do |
|---|---|
| A company | Incorporate under the Companies Law, Royal Decree No. M/132 of 1/12/1443H, and register it. This paper does not do that.[1] |
| This contract | Formation follows the Civil Transactions Law. No securities-law article number is stated.[3][5] |
| Share transfer | A later sale of shares in an existing company is a different template. |
UAE notes
Companies Law named generally. Formation articles under review.[2][4][6]