Articles of Association For Company Limited By Guarantee are essential founding documents required when establishing a non-profit organization in the United Arab Emirates. This document type is specifically used when forming entities where members' liability is limited to a predetermined guarantee amount rather than shareholding. It must comply with Federal Decree-Law No. 32 of 2021 and relevant emirate-specific regulations. The document encompasses crucial elements including membership structure, governance framework, financial management, and operational procedures. It's particularly relevant for organizations focusing on social, educational, professional, or charitable objectives rather than commercial profit-making activities. The articles must be submitted to relevant authorities including the Ministry of Economy and local economic department as part of the company registration process.
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1. Parties: Details of the founding members/guarantors establishing the company
2. Background: Context of the company's formation and its non-profit objectives
3. Definitions and Interpretation: Key terms used throughout the articles and their meanings
4. Company Name and Legal Status: Official name of the company and its establishment as a company limited by guarantee
5. Registered Office: Official registered address of the company in the UAE
6. Objects and Powers: Company's non-profit objectives and permitted activities
7. Limitation of Liability: Statement of members' liability limited to their guarantee amount
8. Guarantee Amount: Specified amount that each member undertakes to contribute in case of winding up
9. Membership: Qualifications, admission process, and categories of membership
10. General Meetings: Procedures for conducting general meetings, voting rights, and quorum requirements
11. Board of Directors: Composition, appointment, removal, and powers of the board
12. Company Secretary: Appointment and duties of the company secretary
13. Financial Matters: Financial management, accounts, and audit requirements
14. Dissolution: Procedures for winding up the company and asset distribution
1. Advisory Board: Structure and role of an advisory board, if the company chooses to establish one
2. Committees: Formation and operation of specialized committees for specific functions
3. Branch Offices: Provisions for establishing and managing branch offices, if anticipated
4. Dispute Resolution: Specific procedures for resolving internal disputes, if different from standard legal processes
5. Electronic Communications: Provisions for electronic notices and meetings, if desired
6. Seal: Provisions regarding the company seal if the company chooses to have one
1. Schedule 1: Details of Founding Members: List of founding members with their details and guarantee amounts
2. Schedule 2: Form of Membership Application: Standard application form for new members
3. Schedule 3: Board Charter: Detailed rules governing the board's operation and responsibilities
4. Schedule 4: Meeting Procedures: Detailed procedures for different types of meetings
5. Appendix A: Initial Board Members: List of first appointed board members and their terms
6. Appendix B: Objects Detail: Detailed description of the company's objectives and permitted activities
Relevant legal definitions
Clauses
Relevant Industries
Non-Profit Organizations
Educational Institutions
Professional Associations
Cultural Organizations
Sports Organizations
Religious Organizations
Environmental Organizations
Research Institutions
Healthcare Organizations
Social Services
Community Development
Arts and Culture
Charitable Organizations
Relevant Teams
Legal
Compliance
Corporate Governance
Board Secretariat
Corporate Affairs
Risk Management
Regulatory Affairs
Operations
Relevant Roles
Legal Director
Company Secretary
Compliance Officer
Board Member
Executive Director
Non-Profit Director
Governance Manager
Legal Counsel
Risk Manager
Corporate Affairs Manager
Regulatory Affairs Director
Foundation Manager
NGO Director
Operations Director
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