The Memorandum of Association Model is a crucial document required for company formation in the United Arab Emirates, governed by Federal Law No. 2 of 2015 and its amendments. This document must be prepared when establishing any company in the UAE, whether in mainland or free zones, and requires careful consideration of recent regulatory changes, particularly regarding foreign ownership structures following Federal Decree-Law No. 26 of 2020. The MOA serves as the company's constitution, detailing essential information such as shareholder details, capital structure, management framework, and business activities. It must be drafted in Arabic (with optional English translation) and authenticated by relevant authorities including the Department of Economic Development and Notary Public. The document forms the basis for all future company operations and governance decisions.
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1. Introduction and Parties: Identifies the shareholders/partners establishing the company, including their full names, nationalities, and addresses
2. Definitions and Interpretation: Defines key terms used throughout the MOA and establishes rules for document interpretation
3. Company Name and Legal Form: Specifies the company's trade name and its legal form (LLC, Private Joint Stock, etc.) in accordance with UAE law
4. Company Objects: Details the business activities the company is authorized to conduct, aligned with DED licensing requirements
5. Head Office and Branches: States the location of the company's registered office and provisions for establishing branches
6. Duration: Specifies the term of the company (usually unlimited unless specifically limited)
7. Capital and Shares: Details the company's capital structure, share value, and distribution among shareholders
8. Share Transfer Provisions: Establishes procedures and restrictions for transferring shares between partners or to third parties
9. Management Structure: Defines the management structure, appointment of managers, and their powers
10. General Assembly: Outlines procedures for shareholder meetings, voting rights, and decision-making processes
11. Financial Year and Accounts: Establishes the financial year, accounting requirements, and profit distribution
12. Dissolution and Liquidation: Specifies circumstances and procedures for company dissolution and liquidation
1. Pre-emptive Rights: Used when shareholders want specific rights to purchase shares before they can be offered to third parties
2. Tag-Along and Drag-Along Rights: Included when shareholders want specific exit rights and protections
3. Non-Competition and Confidentiality: Added when specific restrictions on shareholders' competitive activities are required
4. Deadlock Resolution: Important for 50-50 joint ventures or where specific deadlock resolution mechanisms are needed
5. Reserved Matters: Used when certain decisions require special majority or unanimous approval
6. Intellectual Property Rights: Included when the company will own or develop significant intellectual property
7. Dividend Policy: Added when shareholders want to establish specific rules for profit distribution
8. External Financing: Included when the company anticipates seeking external funding or issuing additional shares
1. Schedule 1 - Details of Shareholders: Complete information about shareholders including contact details and share allocation
2. Schedule 2 - Business Activities: Detailed list of licensed business activities as approved by the Department of Economic Development
3. Schedule 3 - Initial Directors/Managers: Details of initial appointed directors or managers including their powers and limitations
4. Schedule 4 - Share Capital Structure: Detailed breakdown of share capital, classes of shares if any, and paid-up capital
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval processes
6. Appendix A - Shareholders' Resolution: Initial shareholders' resolution appointing managers and establishing the company
7. Appendix B - Powers of Attorney: Standard format for powers of attorney to be issued by the company
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