The Memorandum Of Association And Articles Of Association Of A Company is a mandatory requirement for company formation in the United Arab Emirates, prescribed by Federal Law No. 2 of 2015 (UAE Commercial Companies Law). This document serves multiple crucial purposes: it establishes the company's legal existence, defines its objectives and activities, sets out the rights and obligations of shareholders, and provides the framework for corporate governance. The document is required during the initial company registration process with the Department of Economic Development or relevant free zone authority, and continues to be relevant throughout the company's lifetime for reference in matters of corporate governance, shareholder disputes, and operational decisions. It must be drafted in both Arabic and English, and requires notarization by UAE authorities to be legally valid.
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1. Parties: Details of the founding shareholders/incorporators including full names, nationalities, and passport/Emirates ID details
2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
3. Company Name and Form: Legal name of the company in English and Arabic, and its legal form (LLC, PJSC, etc.)
4. Registered Office: Official registered address of the company in the UAE
5. Objects of the Company: Detailed description of permitted business activities
6. Duration: Term of the company's existence (typically unlimited)
7. Share Capital: Amount of authorized and issued share capital, number and types of shares
8. Share Transfer Restrictions: Rules and procedures governing the transfer of shares
9. Management Structure: Composition and powers of the board of directors/managers
10. Shareholders' Meetings: Procedures for conducting general assemblies and voting rights
11. Financial Year and Accounts: Financial year definition and requirements for maintaining accounts
12. Dividend Distribution: Rules for calculation and distribution of profits
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Preemptive Rights: Used when shareholders want specific rights to purchase new shares before they're offered to others
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
3. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company
4. Special Share Class Rights: Required when company has multiple share classes with different rights
5. Executive Committee: Include when company needs an additional management layer below board level
6. Reserved Matters: Used when certain decisions require special majority or unanimous approval
7. Non-Competition and Confidentiality: Include when shareholders are involved in similar businesses
8. Deadlock Resolution: Important for 50-50 joint ventures or where major disputes need specific resolution mechanisms
1. Share Capital Distribution: Detailed breakdown of shareholding structure including number of shares and percentage ownership
2. Licensed Activities: Complete list of licensed business activities with their respective codes
3. Initial Directors/Managers: List of first directors or managers with their details and powers
4. Shareholders' Contact Details: Complete contact information for all shareholders for official notices
5. Powers of Attorney: Standard form of powers of attorney for company representatives
6. Company Seal: Specimen of official company seal and signing requirements
7. Internal Policies: Basic internal policies required for company operations
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