How to Draft a Memorandum of Association for a Company? Drafting a legal and sound company incorporation contract requires consideration of numerous legal and commercial aspects specific to the company’s type, objectives, and articles of association in the UAE. Therefore, I highly recommend hiring POA&More, a company law firm, to review and draft the contract accurately and legally.
How to Draft a Memorandum of Association for a Company in UAE?
POA&More is a firm specializing in providing comprehensive legal services in the UAE, including drafting and notarizing legal documents. When it comes to corporate contracts, their role is to ensure that the contract is comprehensive, accurate, and compliant with applicable UAE laws and regulations. Therefore, in the following lines, we explain how to draft a Memorandum of Association for a Company in the UAE by POA&More:
Understanding the Client’s Requirements:
- How to draft a Memorandum of Association for a Company? The process begins with a thorough understanding of the client’s needs and objectives for establishing the company. This includes discussing the type of company (such as limited liability, special joint stock, etc.), the intended business activities, the ownership structure, the capital, and any special agreements between partners.
Gathering Information and Documents:
Depending on the type of company, POA&More will request a set of necessary documents and information. These documents may include copies of the partners’ passports, residence visas (if required), the commercial register for joint-stock companies (if applicable), information about the capital and partners’ shares, and any preliminary agreements reached.
Drafting the Memorandum of Association:
- How to Draft a Memorandum of Association for a Company? The POA&More legal team drafts a preliminary draft of the company’s articles of association. They draw on their experience and knowledge of relevant UAE laws, such as the Commercial Companies Law. The draft typically includes detailed clauses related to:
- The company’s name, legal form, and head office.
- The company’s objectives and business activities.
- The company’s capital and its distribution among the partners.
- The partners’ shares and responsibilities.
- The procedures for appointing and dismissing directors and their powers.
- The company’s decision-making mechanism.
- Provisions related to profits and losses and their distribution.
- Procedures for amending the company’s articles of association.
- The terms and procedures for dissolution and liquidation of the company.
- The dispute resolution mechanism.
- The applicable law and competent courts.
Review and Amend the Draft:
After the initial draft is drafted, it is submitted to the client for review and any comments or modification requests. The POA&More team discusses these comments and makes the necessary adjustments to ensure the contract accurately reflects the partners’ agreement and protects their interests.
Formal Notarization:
Once the final version of the contract is agreed upon, POA&More arranges for its formal notarization before the relevant authorities in the UAE. This may include a notary public or economic departments, depending on the type of company and the procedures followed.
Completing Registration Procedures:
In addition to drafting and notarizing the contract, POA&More can assist in completing the remaining company registration procedures and obtaining the necessary licenses from the relevant government authorities.
Read more: How to Get Memorandum of Association UAE in 2025
Object of the Registration of a MOA
How to Draft a Memorandum of Association for a Company? Registering a memorandum of association in the UAE aims to achieve several basic purposes, the most important of which are:
- Giving legal status to the company: The memorandum of association is the official document that legally establishes the company’s existence and defines its structure and articles of association. Without its registration with the competent authorities at the Ministry of Commerce and Industry, the company is not considered legally established and is not entitled to officially conduct its activities.
- Defining the company’s legal structure: The memorandum specifies the type of company (such as a limited liability company, a joint-stock company, etc.), which determines the laws and regulations to which the company is subject, and the responsibilities of partners or shareholders.
- Defining the rights and duties of partners: The memorandum specifies the partners’ shares in the capital, the distribution of profits and losses, their management and voting rights, and their duties towards the company and other partners.
- Clarifying the purpose and activities of the company: The memorandum specifies the commercial or industrial activities for which the company was established, establishing a legal framework for its operations and preventing unauthorized activities.
- Defining management and decision-making procedures: The memorandum specifies how the company will be managed, whether by a manager or a board of directors, and the mechanism for making decisions on various matters related to the company.
- Facilitating formal procedures: The registered articles of association are an essential document for completing many other formal procedures, such as obtaining trade licenses, opening company bank accounts, registering a trademark, and more.
- Protecting the rights of the company and its partners: The articles of association provide a legal framework to protect the company’s rights against third parties and the rights of partners among themselves. It also helps resolve any future disputes based on its clear provisions.
- Enhancing transparency and trust: Registering the articles of association contributes to transparency in the company’s operations and partner relationships, enhancing trust among customers, suppliers, and other parties dealing with the company.
In short, registering the articles of association is an essential and necessary step for legally and properly establishing a company in the UAE. It achieves many goals that ensure the stability and growth of the company and protect the rights of all stakeholders.
Memorandum of Association Contents
How to Draft a Memorandum of Association for a Company? The Memorandum of Association for companies in the UAE includes a set of basic articles that define the company’s framework, the relationships between partners, and their rights and obligations. Here are the most important of these articles:
Basic Company Information:
- Company Name: The name must be unique and not in violation of laws and regulations.
- Company Type: Specify the legal form of the company (such as a limited liability company – LLC, a special or public joint stock company, etc.).
- Company Purpose (Main Activity): Specify the commercial, industrial, or professional activities that the company will engage in, clearly and precisely.
- Company Headquarters (Address): Specify the emirate and region in which the company’s headquarters is located.
- Company Branches (if any): State the addresses of the company’s branches inside or outside the country.
- Company Term: Specify the term for which the company was established (it may be specific or indefinite).
Company Capital:
- Authorized Capital: Specify the total amount of the company’s capital.
- Distribution of Shares or Shares: Specify the number of shares or shares owned by each partner or shareholder and their value.
- How to Repay Capital: Determine the method of repaying the value of the shares or stocks (cash or assets).
Data on Partners or Shareholders:
- Full name of partner/shareholder.
- Nationality.
- Place of Residence.
- Number of shares or stocks owned and their value.
Company Management:
- Company Management Mechanism: Determine the method of managing the company ( a single director, a board of directors).
- Names of the first directors or board members.
- Powers of Directors or Board of Directors: Determine their powers to manage the company and represent it before third parties.
- Term of appointment of directors or board members.
Profits and Losses:
- Mechanism for distributing profits among partners or shareholders.
- How losses are borne.
General Provisions:
- Fiscal year of the company.
- How to amend the Articles of Association.
- Mechanism for resolving disputes between partners.
- Terms and procedures for the withdrawal of partners or the entry of new partners.
- Terms and procedures for dissolution and liquidation of the company.
Clause for Registered Office and Address
How do you write a memorandum of association for a company? This clause is essential because it determines the legal location of the company, and as such, it has many legal and procedural implications. The clause specifying the headquarters and address typically includes the following elements:
- Specify the Emirate: The emirate in which the company’s headquarters will be located must be specified (e.g., Dubai, Abu Dhabi, Sharjah, etc.). This is important to identify the government authority responsible for registering and licensing the company.
- Specify the Area or Location: It may be necessary to specify the area or neighborhood within the emirate in which the headquarters will be located (e.g., Jebel Ali Free Zone, Sheikh Zayed Road, etc.).
- Specify the Detailed Address: The detailed address of the headquarters must be provided, as much as possible. This may include the name of the building, office or unit number, and street number (if applicable). In some cases, the address may be tentative during the incorporation phase and subject to change later through official procedures.
- Specify the PO Box (if applicable): If the company has a PO Box, it must be specified.
- Specify the Postal Code (if applicable): State the postal code of the location.
Roles and Responsibilities of Company Subscribers
In the UAE, “subscribers” are considered the initial founders of a company upon its incorporation. Although their primary role ends once the registration and formal incorporation procedures are completed, they have some important roles and responsibilities during the incorporation phase, which we discuss below after discussing how to draft a Memorandum of Association for a Company:
- Signing the Memorandum of Association (MOA): This is essential for the legal formation of a company. The Memorandum of Association specifies the basic structure of the company, its objectives, its capital, the shareholders’ shares, and its management procedures. All subscribers must sign this contract before a notary public or any other authorized legal authority.
- Providing Initial Capital: Subscribers pledge to contribute their shares in the company’s capital as agreed upon in the Memorandum of Association. This is a financial and legal commitment, and they must fulfill it according to the stipulated terms.
- Appointing Initial Directors (for some types of companies): For some types of companies, such as Limited Liability Companies (LLCs) and special Joint Stock Companies (PrJSCs), subscribers may be required to appoint initial directors who will manage the company from its inception.
- Completing Registration Procedures: Subscribers are responsible for completing all legal and administrative procedures necessary to register the company with the relevant authorities in the UAE. This includes submitting the required documents, paying fees, and following up on applications until obtaining a commercial license.
- Determining the Articles of Association (AOA) (for some types of companies): In addition to the Memorandum of Association, subscribers may be required to draft the company’s Articles of Association, which include more details about the company’s management and internal operations, such as procedures for general assembly meetings, dividend distribution, and share transfers.
- Primary Liability: Subscribers are responsible for the accuracy of the data and information provided for company registration. They may incur legal liability if any misleading or false information is found.
How to draft a memorandum of association for a company online?
How to Draft a Memorandum of Association for a Company? Establishing a company online and notarizing its articles of association is possible and saves you a lot of time and effort. The process varies slightly depending on the country in which you wish to establish the company, but in general, here are the basic steps and common methods for drafting a company’s articles of association online:
- Before you begin, you must determine the type of company you wish to establish (such as a limited liability company, a joint-stock company, a sole proprietorship, etc.) and the appropriate legal structure for it in your country. Each type has different legal requirements regarding the articles of association.
- In many countries, there are dedicated government platforms for company incorporation. These platforms often provide ready-made articles of association templates that you can fill out online.
- Search for the websites of the Ministry of Commerce, the General Investment Authority, or any other government attorney responsible for registering companies in your country.
- Some accredited legal websites may offer online custom articles of association drafting services. Check the credibility of these entities.
- If a ready-made template is not available, or if the nature of your company is complex and requires additional clauses, you can draft a custom articles of association.
- You can hire a lawyer specializing in company formation to draft the contract on your behalf. Many lawyers offer these services online.
- After drafting the contract, carefully review it to ensure it is free of any errors or inconsistencies.
- After submitting the application and documents, you will typically be able to track the application status through the online platform.
- You may receive notifications regarding any missing documents or any additional procedures required.
Here: Memorandum of Association for Sole Proprietorship UAE 2025
Why choose POA&More to draft your company contract in the UAE?
- Expert Legal Expertise: The POA&More Power of Attorney Dubai team has extensive experience in UAE corporate laws and legal procedures.
- Customized Contracts: Each contract is specifically designed to suit the unique needs of your business and protect your interests.
- Accuracy and Attention to Detail: The team pays great attention to ensuring the contract is accurate, comprehensive, and compliant with the law.
- Save Time and Effort: POA&More handles all aspects of contract drafting and attestation, saving you time and effort.
- Comprehensive Support: They can provide support in various aspects of company formation and registration.
If you are planning to establish a company in the UAE, contacting POA&More can save you time and effort and ensure that your company contract is legally sound and protects your long-term interests. You can contact them directly to inquire about their services and receive personalized advic
