The Memorandum of Association of a Real Estate Company is a mandatory legal document required under UAE law when establishing a real estate company. It must comply with UAE Federal Law No. 32 of 2021 (Companies Law) and relevant real estate regulations, including specific emirate-level requirements. This document is used when incorporating a new real estate company or restructuring an existing one, providing the fundamental framework for the company's operations, governance, and shareholding structure. It includes crucial details about capital requirements, management structure, profit distribution, and permitted real estate activities. The memorandum must be notarized and registered with relevant authorities including the Department of Economic Development and, where applicable, the Real Estate Regulatory Authority (RERA).
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1. Parties: Details of all founding shareholders/partners, including full names, nationalities, passport details, and UAE ID numbers
2. Background: Context of the company formation and brief description of intended real estate activities
3. Definitions and Interpretation: Definitions of key terms used throughout the document and interpretation rules
4. Company Name and Trade Name: Official Arabic and English names of the company as approved by the Department of Economic Development
5. Legal Form: Specification of company type (LLC, Private Joint Stock, etc.) under UAE law
6. Company Objectives: Detailed list of permitted real estate activities and related business operations
7. Principal Office: Registered office address and provisions for branches
8. Duration: Term of the company's existence (typically unlimited)
9. Capital Structure: Details of share capital, share values, and distribution among partners
10. Share Transfer Restrictions: Rules and procedures for transferring shares, including pre-emption rights
11. Management Structure: Appointment of managers, their powers, and decision-making processes
12. General Assembly: Procedures for shareholder meetings and voting rights
13. Financial Affairs: Financial year, accounts, auditing requirements, and profit distribution
14. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Foreign Ownership Provisions: Required if any shareholders are non-UAE nationals, specifying compliance with foreign ownership restrictions
2. Real Estate Development Provisions: Required if company will engage in property development, including RERA compliance requirements
3. Property Management Services: Required if company will offer property management services to third parties
4. Escrow Account Provisions: Required for companies engaging in off-plan property sales
5. Shareholder Loans: Optional section detailing terms of any initial shareholder financing
6. Reserved Matters: Optional list of decisions requiring special majority or unanimous approval
7. Non-Competition Provisions: Optional restrictions on shareholders' competing activities
1. Schedule 1 - Shareholders Information: Detailed information about each shareholder including contact details and shareholding percentage
2. Schedule 2 - Initial Business Plan: Overview of intended real estate activities and initial projects
3. Schedule 3 - Property Assets: List of any initial property assets being transferred to the company
4. Schedule 4 - Licensed Activities: Detailed list of licensed activities as approved by Department of Economic Development
5. Schedule 5 - Initial Directors/Managers: Details of initial management team and their authorities
6. Appendix A - Powers of Attorney: Template POAs for company operations
7. Appendix B - Share Certificates: Format of share certificates to be issued
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