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Model Articles of Association
I need model articles of association for a newly established limited liability company in the UAE, with provisions for two directors, equal voting rights among shareholders, and the ability to issue additional shares with unanimous board approval.
What is a Model Articles of Association?
Model Articles of Association are standardized templates provided by the UAE government that outline how a company should be run and governed. These ready-made rules cover everything from shareholder meetings and director appointments to basic decision-making processes that keep a business running smoothly.
Most UAE mainland companies and free zone entities can adopt these pre-approved articles either completely or with modifications to suit their needs. They're especially helpful for new businesses since they meet all local legal requirements and save time and money compared to drafting custom articles from scratch. The Department of Economic Development and free zone authorities regularly update these templates to align with current commercial regulations.
When should you use a Model Articles of Association?
Use Model Articles of Association when launching a new company in the UAE, particularly if you need to get up and running quickly. These templates work perfectly for straightforward business structures where you don't need complex governance rules or special shareholder arrangements.
They're especially valuable for small to medium-sized mainland companies and free zone startups that want to minimize legal costs and speed up their registration process. Many entrepreneurs choose these standard articles during their initial DED or free zone application, then customize them later as their business grows and their governance needs become more specific.
What are the different types of Model Articles of Association?
- Model Articles Of Association For Private Companies: Standard template for UAE private companies, covering basic governance structure, shareholder rights, and board operations. Perfect for straightforward business setups.
- Memorandum Of Association Model: Complementary document focusing on external matters like company name, objectives, and capital structure. Often used alongside Articles to complete company formation requirements.
Who should typically use a Model Articles of Association?
- Company Founders: Adopt and customize Model Articles during company formation, setting the foundation for their business structure and operations
- Corporate Lawyers: Review and modify the template to ensure it meets specific client needs while staying compliant with UAE regulations
- DED Officials: Review and approve the Articles during company registration, ensuring alignment with local commercial laws
- Board Members: Follow and implement the governance rules outlined in the Articles for decision-making
- Shareholders: Bound by these Articles regarding their rights, voting procedures, and participation in company affairs
How do you write a Model Articles of Association?
- Business Details: Gather company name, trade license number, registered address, and business activities
- Ownership Structure: List all shareholders with their exact shareholding percentages and nationality details
- Capital Information: Determine initial share capital amount and how it's divided among shareholders
- Management Setup: Decide on board structure, director appointments, and decision-making processes
- Template Selection: Choose the appropriate UAE-approved template based on your company type and jurisdiction
- Custom Requirements: Note any specific governance rules or shareholder agreements needed beyond standard provisions
What should be included in a Model Articles of Association?
- Company Identity: Full legal name, type of company, registered office address, and business objectives
- Share Capital: Total authorized capital, types of shares, rights attached to different share classes
- Shareholder Rights: Voting procedures, dividend distribution rules, transfer restrictions on shares
- Board Structure: Appointment process, powers, meeting procedures, decision-making thresholds
- General Meetings: Notice periods, quorum requirements, voting mechanisms
- Amendment Provisions: Procedures for changing articles, special resolution requirements
- Dissolution Rules: Process for winding up the company and asset distribution
What's the difference between a Model Articles of Association and a Memorandum of Association?
Model Articles of Association and the Memorandum of Association work together but serve distinct purposes in UAE company formation. While they're often prepared simultaneously, understanding their differences is crucial for proper corporate governance.
- Focus and Scope: Articles handle internal management rules and procedures, while the Memorandum deals with external matters like company name, objectives, and capital structure
- Legal Function: Articles govern day-to-day operations, shareholder rights, and board responsibilities; the Memorandum establishes the company's relationship with outside parties
- Modification Process: Articles can be amended through special shareholder resolutions, but Memorandum changes often require regulatory approval
- Content Detail: Articles contain detailed operational rules and procedures, while the Memorandum provides basic constitutional information about the company
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