The Article of Organization Form is a mandatory document required when establishing any company in the United Arab Emirates, serving as the foundation for the company's legal existence and operations. This document is essential under UAE Federal Decree-Law No. 32 of 2021 and must be submitted to relevant authorities during the company registration process. The Article of Organization Form contains critical information about the company's structure, including details about shareholders, capital allocation, management framework, and business activities. It needs to comply with specific requirements based on whether the company is being established in the UAE mainland or in one of the free zones. The document plays a crucial role in defining corporate governance, shareholder rights, and operational parameters, making it a fundamental reference point throughout the company's lifecycle.
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1. Company Name and Legal Form: Specifies the company's official name and its legal form (LLC, Private Joint Stock, etc.) in accordance with UAE law
2. Registered Office: States the company's official registered address and principal place of business in the UAE
3. Objects of the Company: Detailed description of permitted business activities and scope of operations
4. Duration: Specifies the duration of the company (typically unlimited unless specifically limited)
5. Capital Structure: Details of the company's share capital, including amount, division, and types of shares
6. Shareholders: Information about all shareholders, their nationalities, and shareholding percentages
7. Management Structure: Details of how the company will be managed, including managers' appointments and powers
8. General Assembly: Rules and procedures for conducting general assembly meetings
9. Financial Year and Accounts: Specification of the financial year and requirements for maintaining accounts
10. Profit and Loss Distribution: Rules for the distribution of profits and handling of losses
11. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Pre-emptive Rights: Used when shareholders want specific rights regarding the purchase of new shares or transfer of existing shares
2. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights and obligations
3. Non-Competition and Confidentiality: Added when specific restrictions on shareholders' competitive activities are required
4. Dispute Resolution: Optional detailed procedures for handling internal disputes, including mediation provisions
5. Executive Committee: Include when the company wants to establish an executive committee separate from general management
6. Reserved Matters: Used when certain decisions require special majority or unanimous approval
7. Digital Communications: Include provisions for virtual meetings and electronic communications when needed
1. Schedule 1 - Shareholders Information: Detailed information about shareholders including contact details and share certificates
2. Schedule 2 - Licensed Activities: Complete list of licensed business activities approved by relevant authorities
3. Schedule 3 - Initial Directors/Managers: Details of initial directors or managers including their powers and limitations
4. Schedule 4 - Share Capital Details: Detailed breakdown of share capital, including any special rights attached to shares
5. Appendix A - Shareholders' Resolution Template: Standard format for shareholders' resolutions
6. Appendix B - Power of Attorney Template: Standard format for powers of attorney for company representatives
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