The Memorandum of Association of Any Company in the UAE is a mandatory legal document required for establishing any type of company in the United Arab Emirates. This document is fundamental to the company formation process and must comply with Federal Law No. 2 of 2015 (UAE Commercial Companies Law) and its amendments. It serves as the primary constitutional document that defines the company's legal structure, ownership, management framework, and operational parameters. The memorandum must be drafted in Arabic (with optional English translation), notarized by a UAE notary public, and submitted to the relevant authorities (Department of Economic Development or Free Zone Authority) as part of the company registration process. It contains essential information about shareholders, share capital, profit distribution, management structure, and business activities, forming the legal foundation for the company's existence and operations in the UAE.
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1. Parties: Details of all founding shareholders/partners, including names, nationalities, addresses, and passport/ID numbers
2. Background: Brief context about the company's formation and the parties' intention to establish the company
3. Definitions: Key terms used throughout the document and their meanings
4. Company Name and Legal Form: Official company name in Arabic and English, and type of legal entity (LLC, Private Joint Stock, etc.)
5. Company Objectives: Detailed description of permitted business activities and scope of operations
6. Head Office and Branches: Principal place of business and provisions for establishing branches
7. Duration: Term of the company's existence (typically unlimited)
8. Capital and Shares: Share capital amount, number of shares, par value, and distribution among shareholders
9. Share Transfer Provisions: Rules and procedures for transferring shares, including pre-emption rights
10. Management Structure: Governance framework, including managers/directors appointment and powers
11. General Assembly: Procedures for shareholder meetings and voting rights
12. Financial Year and Accounts: Financial year definition and requirements for maintaining accounts
13. Profit and Loss Distribution: Method of calculating and distributing profits and losses
14. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in sale
3. Non-Competition Clause: Include when shareholders should be restricted from competing activities
4. Deadlock Resolution: Include for companies with equal shareholding to resolve management disputes
5. Intellectual Property Rights: Include when the company will own or develop significant IP
6. Reserved Matters: Include when certain decisions require special majority or unanimous approval
7. Shareholder Loans: Include when shareholders will provide financing to the company
1. Schedule 1 - Details of Shareholders: Complete information about shareholders including contact details and shareholding percentage
2. Schedule 2 - Share Capital and Distribution: Detailed breakdown of share capital, classes of shares, and allocation
3. Schedule 3 - Business Activities: Comprehensive list of licensed business activities with activity codes
4. Schedule 4 - Powers of Managers: Detailed list of managerial powers and limitations
5. Appendix A - Shareholders' Initial Contributions: Details of initial capital contributions, whether cash or in-kind
6. Appendix B - Company's Trade License: Copy of trade license once issued
7. Appendix C - Specimen Signatures: Authorized signatures of managers and key representatives
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