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Company Memorandum And Articles Of Association Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Memorandum And Articles Of Association

"I need a Company Memorandum And Articles of Association for a UAE tech startup LLC with three international shareholders (from UK, Singapore, and India) and one UAE national shareholder, planning to operate in Dubai from March 2025, with specific provisions for technology IP protection and future investment rounds."

Document background
The Company Memorandum And Articles of Association is a mandatory legal document required for company incorporation in the United Arab Emirates. It serves as the primary constitutional document that governs the relationship between shareholders, defines the company's operations, and establishes its management structure. This document must comply with UAE Federal Law No. 2 of 2015 and subsequent amendments, including specific requirements for different types of companies (LLC, PJSC, etc.). It is essential for company registration, opening bank accounts, obtaining trade licenses, and conducting business operations in the UAE. The document becomes legally binding upon registration with relevant authorities and requires notarization in Arabic, though bilingual versions are common practice.
Suggested Sections

1. Parties: Details of the founding shareholders/incorporators including names, nationalities, and addresses

2. Background: Intent to establish the company and general context

3. Definitions: Key terms used throughout the document

4. Company Name and Type: Official company name in Arabic and English, and legal form of the company

5. Company Objects: Detailed description of business activities the company is authorized to conduct

6. Head Office: Location of the company's registered office and provisions for branches

7. Duration: Term of the company's existence and renewal provisions

8. Share Capital: Amount of capital, number of shares, and value per share

9. Share Transfer: Rules and procedures for transferring shares between parties

10. Management Structure: Composition of board/managers and management authorities

11. Shareholders Meetings: Procedures for conducting general and extraordinary meetings

12. Financial Year and Accounts: Financial year definition and requirements for maintaining accounts

13. Profit Distribution: Rules for distributing profits and handling losses

14. Dissolution and Liquidation: Circumstances and procedures for company dissolution

Optional Sections

1. Preemptive Rights: Used when shareholders want specific rights to purchase new shares before they're offered to others

2. Tag Along Rights: Included for minority shareholder protection in case of majority stake sale

3. Drag Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company

4. Executive Committee: Included when company wants an additional management layer between board and management

5. Shariah Compliance: Required for companies operating under Islamic finance principles

6. Special Resolution Matters: List of additional matters requiring special resolution approval

7. Restricted Activities: Used when certain business activities need specific approval

8. Competition Restrictions: Non-compete provisions for shareholders/managers where relevant

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Complete details of all founding shareholders including shareholding percentages

2. Schedule 2 - Share Capital Distribution: Detailed breakdown of share capital allocation and types of shares

3. Schedule 3 - Licensed Activities: Comprehensive list of licensed business activities with activity codes

4. Schedule 4 - Initial Board Members/Managers: Details of initial appointed board members or managers

5. Schedule 5 - Powers of Attorney: Standard form of powers of attorney for company representatives

6. Appendix A - Shareholders' Resolution Template: Standard format for shareholders' resolutions

7. Appendix B - Share Transfer Forms: Template forms for share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















































Clauses















































Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Energy

Transportation

Hospitality

Education

Media and Entertainment

Trading

Industrial

Agriculture

E-commerce

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Corporate Secretariat

Risk Management

Finance

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chairman

Chief Financial Officer

Chief Legal Officer

Corporate Governance Officer

Risk Manager

Company Registrar

Investor Relations Manager

Business Development Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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