The Articles of Association and Memorandum of Association are essential corporate documents required for company formation in the United Arab Emirates. These documents serve as the constitutional framework for the company, establishing its legal existence and governing its operations. They must comply with UAE Commercial Companies Law (Federal Law No. 2 of 2015, as amended) and include detailed provisions about share capital, management structure, shareholder rights, and corporate governance. The documents are particularly crucial in the UAE context as they must address specific local requirements such as foreign ownership restrictions, local agent requirements (where applicable), and compliance with both federal and emirate-level regulations. They form the basis for the company's relationship with regulatory authorities and serve as reference documents for resolving any corporate disputes.
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1. Parties: Details of the founding shareholders/partners, including their full names, nationalities, and addresses
2. Background: Introduction stating the intention to establish the company and brief context
3. Definitions: Key terms used throughout the document and their meanings
4. Company Name and Trade Name: The official company name in Arabic and English, and any trade names to be used
5. Legal Form: Specification of the company's legal form (LLC, PJSC, etc.)
6. Company Objectives: Detailed description of permitted business activities
7. Head Office and Branches: Location of the principal place of business and provisions for establishing branches
8. Duration: Term of the company's existence and renewal provisions
9. Share Capital: Amount of capital, number of shares, and value per share
10. Share Distribution: Allocation of shares among shareholders and types of shares
11. Transfer of Shares: Procedures and restrictions for transferring ownership of shares
12. Management Structure: Governance framework including managers/board of directors and their powers
13. Shareholders Meetings: Procedures for conducting general assemblies and voting rights
14. Financial Year and Accounts: Fiscal year definition and requirements for financial statements
15. Profit Distribution: Rules for calculating and distributing profits and losses
16. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Preemptive Rights: Used for companies where shareholders should have first right to purchase new shares
2. Tag Along and Drag Along Rights: Include for companies where minority shareholder protection or exit mechanisms are important
3. Non-Competition and Confidentiality: Add when specific restrictions on shareholders' competitive activities are needed
4. Executive Committee: Include for larger companies requiring an additional management layer
5. Share Pledges: Add when shareholders may need to pledge shares as security
6. Shareholder Reserved Matters: Include for companies requiring specific decisions to have special shareholder approval
7. Islamic Finance Compliance: Add for companies requiring Shariah-compliant operations
1. Schedule 1 - Initial Shareholders: Detailed information about founding shareholders including share quantities and values
2. Schedule 2 - Business Activities: Comprehensive list of licensed business activities with respective codes
3. Schedule 3 - Powers of Attorney: Template forms for delegating management authority
4. Schedule 4 - Share Certificate Template: Format for issuing share certificates
5. Schedule 5 - Corporate Governance Framework: Detailed procedures for company governance and compliance
6. Appendix A - Initial Board Members: List of first board members/managers with their details and terms
7. Appendix B - Signature Requirements: Matrix of signing authorities and limitations
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