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How to Get Memorandum and Articles of Association for New UAE Businesses

A memorandum of association, together with articles of association, are important documents for a company to be incorporated. These documents clearly define a company’s objectives for company formation and company registration in UAE. They also show the procedures and means in regulating and achieving the objectives. Both types of company documents are essential for a company to deal with internal affairs as well as the outside world. Without a memorandum of association in UAE, a business may not be incorporated. A memorandum together with the articles of association is what forms a company’s constitution. 

How to Get Memorandum & Articles of Association in UAE  

Here are the options of a business in the drafting of its company constitution: 

  • Without the help of experts – it is possible to have a secretary draft a memorandum and articles of association. However, this is not the most recommended route to take for businesses as there may be some points missed, not to mention errors due to lack of knowledge and experience in legal drafting of business documents in UAE. 
  • Ready to fill forms – sites that provide forms that are ready for a business to fill with their name, address, and capital information do not include specific legal regulations that are required to be adhered to by a business. Forms are generalized and most sites that offer forms reiterate that there isn’t any legal service that is being provided. 
  • Legal drafting experts – a team of experts on legal drafting in UAE can not only include all essential provisions on the important documents of a business but also include terms- for dealing with intellectual property issues, corporate issues, and employment issues which can be very complex. The guidance of a team of legal drafting experts will help you navigate all issues and concerns related to company formation in UAE properly.

What should be included in a memorandum of association?

UAE Company Act of 2015 states the provisions of a memorandum, which are as follows: 

Name clause  

This is a business’s first clause to a memorandum. Any name may be chosen by a business; however, there are conditions which have to be complied with by the business. The names that aren’t allowed for a business to retain are the following: 

  • The company name that is identical or similar to another company’s name 
  • Name that is resembling the name of another company 
  • Name that is offensive to certain people 
  • Name that resembles another company’s name with the intention to deceive

Registered office clause  

A business registered office determines the jurisdiction of authorities and courts. Prior to company formation in UAE, it’s sufficient to only mention the emirate in which the business is located. Following company formation, a business has to provide specific details on the exact location for the registered office. A business has to then have its location verified by authorities within thirty days of the company formation.  

It’s mandatory for businesses to fix their names and addresses of the registered offices outside each office where the business operations take place. 

Object clause  

This is also a crucial clause for a memorandum of association as it states all the reasons as to why the business was formed. An object clause contains main objects in which are essential as well as the ancillary objects. An object clause provides sufficient protection for shareholders as they are able to understand how their investment will be utilized or as to what purpose. For creditors, an object cause will also ensure that all of their capital isn’t at risk, as well as the fact that the business is working within limits which are stated in the object clause.

How do articles of association differ from a memorandum? 

Articles of association are the documents that govern the internal affairs of a business, including its management. As for a memorandum, it’s a document which is utilized to define the relationship of a business to the outside world or to third parties. officers and directors of a business are to perform functions which are in accordance with articles of association. Articles of association are to not exceed or contradict a memorandum’s scope.  

Articles of association are documents which form a contract between the company and all staff members; and among the staff members themselves. 

Legal drafting in UAE  

Articles and memorandum of association are fundamental documents for company formation in UAE. Without them, companies can’t be incorporated. If you want to ensure that your business documents provide protection to all parties involved, we suggest you speak with the experts on legal drafting in UAE. HHS Lawyers has seasoned lawyers and legal consultants in UAE that can address your concerns. Call us today to book a consultation or to have a quick chat with our legal drafting team! 

M. Al Khairy, LL.B. is a Senior Partner of HHS Lawyers in UAE. Practicing law for almost a decade, he has in-depth knowledge on UAE legislation with particular expertise on legal drafting, contract drafting, labor disputes, family law, and regulatory compliance for business organizations. Al Khairy also provides counsel on legal rights and obligations in the UAE to clients, including individuals and businesses subject to investigation or prosecution under Criminal Law by major regulators. Read more