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Memorandum Of Association Of Investment Company

Memorandum Of Association Of Investment Company Template for United Arab Emirates

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Key Requirements PROMPT example:

Memorandum Of Association Of Investment Company

"I need to draft a Memorandum of Association of Investment Company for a UAE-based private equity firm planning to launch in March 2025, with specific provisions for Shariah-compliant investments and a multi-tier share structure for different investor classes."

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Document background
The Memorandum of Association of Investment Company is a mandatory legal document required for establishing and operating an investment company in the United Arab Emirates. It must comply with UAE Federal Decree-Law No. 32/2021 on Commercial Companies and relevant SCA regulations. This document is essential when founding a new investment company or converting an existing company into an investment entity. It contains crucial information about the company's capital structure, investment objectives, management framework, and shareholder rights. The memorandum must address specific UAE regulatory requirements for investment companies, including minimum capital requirements, ownership restrictions, and investment activity limitations. It serves as the primary reference for corporate governance and operational procedures throughout the company's lifecycle.
Suggested Sections

1. Parties: Details of the founding shareholders/partners establishing the investment company

2. Background: Context of the company formation and general purpose

3. Definitions and Interpretation: Definitions of key terms used throughout the memorandum

4. Company Name and Legal Form: Official company name and its legal structure under UAE law

5. Company Objectives: Detailed description of permitted investment activities and business scope

6. Head Office and Branches: Location of principal office and provisions for establishing branches

7. Duration: Term of the company's existence

8. Capital Structure: Details of authorized and paid-up capital, share values, and types

9. Share Allocation: Distribution of shares among founding shareholders

10. Share Transfer Restrictions: Rules and procedures governing the transfer of shares

11. Management Structure: Composition and powers of the board of directors/managers

12. Shareholders Meetings: Procedures for general assembly meetings and voting rights

13. Financial Year and Accounts: Financial year definition and accounting requirements

14. Profit Distribution: Rules for distribution of profits and formation of reserves

15. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Investment Committee: Required for companies with complex investment strategies, detailing committee composition and powers

2. Shariah Compliance: Required for Islamic investment companies, including Shariah board requirements

3. Special Rights Shares: Used when creating different share classes with varying rights

4. External Investment Manager: Required when appointing external investment management firms

5. Tag-Along and Drag-Along Rights: For companies with sophisticated shareholder arrangements

6. Investment Restrictions: Specific investment limitations and prohibited activities

7. Regulatory Compliance: Additional compliance requirements for regulated investment activities

8. Exit Mechanisms: Specific provisions for investor exit strategies

Suggested Schedules

1. Share Capital Details: Detailed breakdown of share capital structure and shareholder information

2. Investment Policy: Detailed investment objectives, strategies, and restrictions

3. Incorporation Documents: Copies of initial incorporation documents and licenses

4. Management Structure Chart: Organizational chart showing management hierarchy

5. Shareholder Details: Complete information about founding shareholders including KYC documents

6. Required Regulatory Approvals: Copies of regulatory approvals and licenses

7. Fee Structure: Details of management fees, performance fees, and other charges

8. Powers of Attorney: Templates of powers of attorney for company representatives

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




























































Clauses














































Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Asset Management

Islamic Finance

Real Estate Investment

Securities Trading

Fund Management

Corporate Services

Professional Services

Banking

Relevant Teams

Legal

Compliance

Corporate Governance

Investment Management

Risk Management

Finance

Corporate Affairs

Regulatory Affairs

Executive Management

Board Secretariat

Shareholder Services

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Company Secretary

Investment Manager

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Shareholder Relations Manager

Investment Analyst

Portfolio Manager

Financial Controller

Regulatory Affairs Manager

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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