A memorandum of association in Dubai is a company’s constitutional contract. Article 14 of the Commercial Companies Law requires Arabic writing and authentication; an additional foreign-language version does not override the Arabic text. Article 15 requires registration for the memorandum and its amendments to take effect against third parties.
Quick Answer
A memorandum of association in Dubai sets out a mainland company’s essential legal arrangements, including its partners, capital, management powers, profit and loss distribution, and share transfer conditions.
Under Articles 14 and 15 of the UAE Commercial Companies Law, the MOA generally requires Arabic writing, authentication and commercial registration. Amendments must also meet applicable formalities. The Arabic text controls where an additional foreign-language version differs.
Required contents of a memorandum of association in Dubai
Article 42 lists the core contents, and an LLC is formed under Articles 42 and 43 (Article 73(1)).
- Partners: Full name, nationality, date of birth and residence of each partner.
- Company: The name, address, trade name if any, and purpose.
- Head office: The main office and any branches.
For partner arrangements, read about drafting a partnership agreement.
- Capital: The capital, each partner’s share, its estimated value, how it was valued and when it is due.
- Term: The start and end of the company, if any.
- Management: How the company is managed, who may sign on its behalf and the extent of their powers. If the managers are named, their full name, nationality, residence and powers.
- Financial year: Its start and end.
- Profit and loss: The ratio in which profits and losses are shared.
- Share transfer: Any conditions for assigning shares.
For reviewing company records, read about company due diligence in the UAE.
- Disputes (LLC): The methods for resolving disputes between the company and its managers, or between the partners (Article 73(2)).
An LLC’s name must end with the words for a limited liability company or its abbreviation, and the managers are personally and jointly liable if it does not (Article 72).
Preparing a Memorandum of Association in Dubai?
Discuss partner details, share capital, management authority and the clauses your company’s memorandum may need.
MOA legal requirements at a glance
| Requirement | What it covers | Legal reference |
|---|---|---|
| Core contents | Partners, company details, capital, management, financial year, profit distribution and share transfers | Articles 42, 73 |
| Arabic authentication | Arabic writing and authentication of the memorandum and amendments | Article 14 |
| Commercial registration | Registration of the memorandum and its amendments; notification of changes within 15 working days | Article 15 |
| Company licensing | Registration, trade licence and submission of the required records to the registrar | Article 43 |
| Additional shareholder clauses | Drag-along, tag-along, share classes and applicable pre-emption arrangements | Articles 14, 76, 80 |
Authentication and registration
- The memorandum and amendments require Arabic writing and authentication (Article 14(1)). Authentication may be through the competent authority, personally or electronically, or a notary in cases determined by that authority.
- Partners can rely on nullity from missing writing or authentication against each other, but not against third parties. A court judgment of nullity takes effect only from the date it is final (Article 14(2), (3)).
- The memorandum and amendments must be entered in the commercial register. Changes to registered details must be reported to the authority and registrar within 15 working days (Article 15).
- Managers or directors are jointly liable for damage caused by failure to register the contract or an amendment (Article 15(4)).
For conflicts between shareholders, read about shareholder disputes in the UAE.
- After approval, the authority registers the company and issues the trade license. The company then gives the registrar the license and its memorandum within 5 working days for publication (Article 43).
Need to Authenticate or Register an MOA?
Review the Arabic documentation, authentication requirements and company registration obligations before submitting or amending your memorandum.
Optional clauses that matter
- An LLC or private joint stock company may include drag-along and tag-along clauses under amended Article 14(4). An agreed drag-along clause lets specified partners require others to sell to a third party when its conditions apply.
- It can include a clause giving the other partners or the company priority to buy the shares of a deceased partner at a price agreed with the heirs (Article 14(4)).
- An LLC can create classes of shares with different voting, redemption, dividend or liquidation rights, which must be registered in the commercial register (Article 76(4)).
- The pre-emption period for the other partners when a share is sold is 30 days (Article 80).
Reviewing Shareholder Rights or an MOA Amendment?
Discuss share transfer provisions, management powers, different share classes and the legal steps for changing a mainland company’s memorandum.
If you are drafting or amending a memorandum, you can send us the draft on WhatsApp.
Legal source and related guidance
Legal source: Commercial Companies Law
Partnership Agreement in Dubai and Clauses That Protect Partners
Need Legal Help With a Memorandum of Association in Dubai?
Leaders Advocates can discuss MOA drafting, authentication, company registration, shareholder arrangements and amendments under the applicable UAE Commercial Companies Law.
