Why your company needs one
The Memorandum of Association, usually shortened to MoA, is the founding document of a UAE company. It records the company’s identity, what it may do, how its capital is split and who runs it, and no trade licence is issued without it. Banks, government departments and investors will also turn to it long after setup to confirm who owns the business and what its manager is allowed to sign.
What goes into it
The exact layout depends on the legal form and the registering authority, but most MoAs cover the same ground. Vague or missing clauses are a frequent reason for rejection at registration, and for disagreements between partners years later.
- Trade name and company type, for example an LLC or a private joint stock company
- Licensed business activities, matching what appears on the trade licence
- Registered address and the emirate or free zone of registration
- Share capital, the number and value of shares, and each owner’s percentage
- Names, nationalities and identity details of the partners
- Who runs the company day to day, what they may decide, and how they are appointed or removed
- Meeting, voting and quorum rules for major decisions
- How profits are shared out and losses are borne
- Rules on selling shares, including any priority for current partners to buy
- How the document itself can be changed, and how the company is wound up
MoA versus Articles of Association
The two documents are often mentioned together and, for some company types, merged into one. Broadly, the MoA creates the company and fixes its core details, such as name, objects, capital and the partners’ relationship, whereas the Articles of Association lay down the internal rulebook for the board, meetings and voting. Whatever form yours takes, the two must never contradict each other.
Mainland and free zone differences
In Dubai, a mainland company’s MoA is normally issued through Dubai’s Department of Economy and Tourism, which provides a standard template, while a free zone company receives its MoA from its own free zone authority. Some free zones insist on their template and others allow more tailoring, so confirm what yours accepts before anyone starts drafting. Joint stock companies need far fuller documents covering the board, general assembly and dividends, so an LLC wording will not suit them.
Language and notarization
Arabic is the official language, so the MoA is prepared in Arabic, and where a bilingual Arabic and English version is used the Arabic text generally prevails. For a mainland company, notarization becomes necessary if the shareholders depart from the standard template or if an attorney signs for them, after which the notarized MoA goes to the licensing authority. A public notary at the Dubai Courts or a licensed private notary can handle it in person or by online appointment, although online access may be limited to UAE residents, so a shareholder abroad may need to appoint a resident attorney under a POA.
Documents to prepare
Requirements vary with the company type and the partners’ nationalities, but having these ready saves repeat visits. Papers issued outside the UAE, such as a corporate shareholder’s certificate of incorporation, usually need legalization and a legal Arabic translation first. A notary fee applies, worked out from the capital amount and how many people sign, and translation is charged separately.
- Passport copies of every partner, plus Emirates ID copies for residents
- Initial approval and trade name reservation, for a new company
- Current trade licence and existing MoA, for an amendment
- A copy of the POA if someone is signing on a partner’s behalf
- For a corporate partner: its incorporation certificate, its own MoA, and a board resolution that approves the investment
- The final draft, checked and agreed by all partners
Updating the MoA after changes
Your MoA has to keep pace with the business. Admitting or removing a partner, replacing the manager, adjusting capital or adding an activity all call for a formal amendment, and the change only takes effect once the authority has registered it.
- Review the current MoA and earlier amendments for any restrictions
- Pass a shareholders’ resolution approving the change
- Obtain any approval the licensing authority requires
- Draft the amendment in Arabic, or arrange a certified translation
- Have it notarized where needed, then file it with the authority
- Update the trade licence, bank mandates and other company records
How we can help
If you need an MoA drafted, a notarization arranged or a POA so that someone can sign for you, our team can take you through each step. We are also happy to review your documents before you submit them.