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Memorandum Of Association Of A Real Estate Company
"I need a Memorandum of Association of a Real Estate Company for a Dubai-based property development firm launching in January 2025, with three UAE national shareholders and focused on luxury residential developments, including provisions for off-plan sales."
1. Parties: Details of all founding shareholders/partners, including full names, nationalities, passport details, and UAE ID numbers
2. Background: Context of the company formation and brief description of intended real estate activities
3. Definitions and Interpretation: Definitions of key terms used throughout the document and interpretation rules
4. Company Name and Trade Name: Official Arabic and English names of the company as approved by the Department of Economic Development
5. Legal Form: Specification of company type (LLC, Private Joint Stock, etc.) under UAE law
6. Company Objectives: Detailed list of permitted real estate activities and related business operations
7. Principal Office: Registered office address and provisions for branches
8. Duration: Term of the company's existence (typically unlimited)
9. Capital Structure: Details of share capital, share values, and distribution among partners
10. Share Transfer Restrictions: Rules and procedures for transferring shares, including pre-emption rights
11. Management Structure: Appointment of managers, their powers, and decision-making processes
12. General Assembly: Procedures for shareholder meetings and voting rights
13. Financial Affairs: Financial year, accounts, auditing requirements, and profit distribution
14. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Foreign Ownership Provisions: Required if any shareholders are non-UAE nationals, specifying compliance with foreign ownership restrictions
2. Real Estate Development Provisions: Required if company will engage in property development, including RERA compliance requirements
3. Property Management Services: Required if company will offer property management services to third parties
4. Escrow Account Provisions: Required for companies engaging in off-plan property sales
5. Shareholder Loans: Optional section detailing terms of any initial shareholder financing
6. Reserved Matters: Optional list of decisions requiring special majority or unanimous approval
7. Non-Competition Provisions: Optional restrictions on shareholders' competing activities
1. Schedule 1 - Shareholders Information: Detailed information about each shareholder including contact details and shareholding percentage
2. Schedule 2 - Initial Business Plan: Overview of intended real estate activities and initial projects
3. Schedule 3 - Property Assets: List of any initial property assets being transferred to the company
4. Schedule 4 - Licensed Activities: Detailed list of licensed activities as approved by Department of Economic Development
5. Schedule 5 - Initial Directors/Managers: Details of initial management team and their authorities
6. Appendix A - Powers of Attorney: Template POAs for company operations
7. Appendix B - Share Certificates: Format of share certificates to be issued
Authors
Real Estate
Property Development
Construction
Property Management
Real Estate Investment
Facilities Management
Property Consultancy
Real Estate Brokerage
Commercial Property
Residential Property
Legal
Corporate Governance
Real Estate Operations
Compliance
Finance
Property Management
Business Development
Risk Management
Board of Directors
Executive Leadership
Shareholder Relations
CEO
Managing Director
Real Estate Director
Legal Counsel
Corporate Secretary
Chief Financial Officer
Property Development Manager
Compliance Officer
Real Estate Operations Manager
Board Member
Shareholder Relations Manager
Business Development Director
Property Portfolio Manager
Risk Management Officer
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