The Memorandum of Association of a One Person Company is a mandatory legal document required when establishing a solely-owned limited liability company in the United Arab Emirates. This document type was introduced following the implementation of Federal Decree-Law No. 32 of 2021, which modernized the UAE's company formation framework. It is used when an individual or corporate entity wishes to establish a company with limited liability protection while maintaining sole ownership. The memorandum must detail the company's capital structure, management framework, business activities, and succession planning, while ensuring compliance with UAE commercial laws and regulations. It serves as the primary reference for the company's governance and is essential for business registration, licensing, and ongoing regulatory compliance.
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1. Parties: Details of the sole shareholder establishing the One Person Company, including full name, nationality, and address
2. Background: Context for the establishment of the company and declaration of intent to form an OPC
3. Definitions: Key terms used throughout the memorandum and their meanings
4. Company Name and Legal Form: Official name of the company with 'One Person Company LLC' suffix and its legal structure
5. Company Objectives: Detailed description of permitted business activities and scope of operations
6. Principal Place of Business: Registered office address and details of any branches
7. Duration: Period of existence of the company (typically unlimited)
8. Capital Structure: Details of share capital, value of shares, and payment terms
9. Management Structure: Appointment of manager(s), their powers, responsibilities, and limitations
10. Financial Year and Accounts: Specification of financial year, accounting requirements, and audit provisions
11. Profit and Loss Distribution: Rules for allocation of profits and losses
12. Dissolution and Liquidation: Circumstances and procedures for company dissolution
13. General Provisions: Miscellaneous legal requirements and compliance matters
1. Succession Planning: Provisions for transfer of ownership in case of death or incapacity of the sole shareholder
2. Power of Attorney: If the sole shareholder wishes to delegate certain powers to a representative
3. Branch Operations: Include if the company plans to operate branches in other emirates or free zones
4. Financing Provisions: Special provisions regarding company financing, loans, and securities if relevant
5. Compliance with Specific Industry Regulations: Additional provisions required for regulated industries
6. Foreign Ownership Provisions: Special provisions if the sole shareholder is a foreign national
1. Schedule 1: Capital Details: Detailed breakdown of share capital, including proof of deposit
2. Schedule 2: Licensed Activities: Complete list of approved business activities with respective codes
3. Schedule 3: Manager's Powers: Detailed scope of manager's authority and limitations
4. Schedule 4: Property Details: If the company owns/leases property at formation, details of such properties
5. Appendix A: Shareholder Information: Copies of shareholder's identification documents and other required personal information
6. Appendix B: Initial Business Plan: If required by authorities, basic business plan and projected financials
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