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A Constitution Document forms the bedrock of how a company operates in the UAE, spelling out its fundamental rules, structure, and decision-making processes. It works alongside the Memorandum of Association to define key aspects like shareholder rights, board responsibilities, and the company's core objectives.

Under UAE commercial law, this vital document must align with Federal Law No. 32 of 2021 (the Companies Law) and include specific details about share capital, voting procedures, and management powers. Companies often customize their Constitution to reflect industry-specific needs while ensuring compliance with local regulatory requirements and Sharia principles.

You need a Constitution Document when establishing any new company in the UAE, especially during the initial registration with the Department of Economic Development. This foundational document becomes essential before opening corporate bank accounts, signing commercial agreements, or bringing on new shareholders.

The Constitution Document proves particularly valuable during major company changes - like adjusting share capital, expanding business activities, or restructuring the board. UAE companies also rely on it when seeking investment, as potential investors and financial institutions require clear documentation of governance structures and operational frameworks aligned with local regulations.

• Standard Company Constitution: Sets basic governance rules and share structures - commonly used by small to medium private companies in mainland UAE
• Free Zone Constitution: Tailored for free zone entities with specific provisions aligned to the respective free zone authority's requirements
• Public Company Constitution: More detailed version required for public joint-stock companies, including additional shareholder protection and disclosure requirements
• Holding Company Constitution: Features specialized provisions for parent-subsidiary relationships and cross-border operations
• Sharia-Compliant Constitution: Incorporates Islamic finance principles and governance structures for Sharia-compliant businesses

• Company Founders: Initiate and approve the Constitution Document during company formation, setting the initial governance framework
• Board Members: Follow and enforce the constitution's provisions while making strategic decisions and managing company affairs
• Legal Counsel: Draft and review the document to ensure compliance with UAE Companies Law and relevant free zone regulations
• Shareholders: Must understand and adhere to the rights, obligations, and voting procedures outlined in the constitution
• Corporate Secretary: Maintains and updates the document, ensuring proper filing with regulatory authorities

• Company Details: Gather accurate business name, trade license number, and registered address as per DED records
• Ownership Structure: Document shareholding percentages, types of shares, and voting rights for all stakeholders
• Management Framework: Define board composition, appointment procedures, and decision-making powers
• Business Activities: List approved activities from your trade license to include in the scope section
• Capital Information: Specify share capital amount, share values, and any restrictions on transfer
• Compliance Check: Use our platform to generate a UAE-compliant Constitution Document that includes all mandatory elements

• Company Identity: Full legal name, trade license number, and registered office address in UAE
• Share Capital: Detailed breakdown of authorized capital, share classes, and nominal values
• Governance Structure: Board composition, appointment procedures, and management powers
• Shareholder Rights: Voting procedures, dividend policies, and transfer restrictions
• General Assembly: Meeting procedures, quorum requirements, and resolution mechanisms
• Dispute Resolution: UAE courts jurisdiction and applicable emirate-specific regulations
• Dissolution Procedures: Winding-up process and asset distribution guidelines

A Constitution Document differs significantly from a Corporate Governance Document in several key ways. While both deal with company management, they serve distinct purposes in UAE business law.

• Legal Status: Constitution Documents are mandatory foundational files required for company registration, while Corporate Governance Documents are internal policy guidelines that supplement the constitution
• Scope: The constitution establishes fundamental company structure and shareholder rights, whereas governance documents detail day-to-day operational procedures and best practices
• Modification Process: Changing a constitution requires formal shareholder approval and registration with authorities, while governance documents can be updated through internal board decisions
• Enforcement: Constitution provisions are legally binding and enforceable in UAE courts, while governance documents primarily serve as internal management tools