For a joint liability company memorandum of association is one of the basic documents. This is document outlines the limitations beyond which a company is a restricted go. One of the major purposes of drafting a MOA is to bring out the basic details of the company and its structure, name and details of shareholders, the main aim of the memorandum is to outline the basic details of the shareholders, and creditors and about all the people who deal with the company. Some of the condition that should be complied are as follows:
- The provisions of the contract shall comply with all the regulations and rules of commercial companies as amended.
- The Contract shall include all the information required by Article 26 of Commercial Companies Law No. (2) of 2015 as amended.
- presence to the notary has to be made by Contractors or their representatives.
- The parties to the contract shall be UAE nationals.
- The initial approval of the Department of Economic Development shall be obtained and presented and a copy thereof must be submitted with the contract.
Key elements of a memorandum of association for joint liability company
Below mention are some of the information mandatory to be included in a MOA
The company must include the name and details of the partners in a joint liability company. This company is usually a partnership company which is run by partners so the name clause is followed by his associates or associates
Registered office clause
This clause specifies the state in which the registered office of the company will be situated
This clause contains the objects for which the company is being incorporated. Whenever the company decides to change its activities then it has to change the name which relates to the activity of the company has also had to go through many changing provisions.
The clause specifies the liability of the member under a joint liability company, mention whether it is limited or unlimited. Usually, under the joint liability agreement the partners invest in the company, and also share all the losses and profits according to the percentage decided by them. Partners are jointly and severally liable and their liability is unlimited. The type of entity of a partner in a joint liability company is primary important.
For a company limited by shares: it should specify the liability of members limited to any unpaid number of shares they hold
For a company limited by guarantee: The amount to be specified has to be contributed:
- Mention the assets of the company when it winds up. This is provided that he is a member of a company when it winds up or winding up happens within one year of him ceasing to be a member.
- All the expenses of winding up and adjustments are to be fixed up by the contributors.
This clause has to be mentioned if the company is having a share capital. When the companies specify the exact amount of capital invested in the company and divide it into shares of a fixed amount. They should also state the names of each member and the number of shares against them.
The Memorandum must clearly specify the intention and desire to form a company the signing of this document must be conducted in the presence of a witness who must also apprehend his signature.
If you need the help of the experts to deal with the MOA or contents of MOA then you can contact our experts for help. Drafting MOA can be a complex process, so it would be advisable to take the help of a qualified professional who can help to draft this agreement. This will ensure that the contracts have been accurately drafted causing the lead amount of stress on side of buyer and seller. If you’re looking for a lawyer to draft your share purchase agreement in Dubai call HHS lawyers. We have experience in dealing with all types of contracts.
If you would like to formalize your agreement and make sure it contains the necessary provisions to be valid, you can us who can assist in the drafting of legal contracts.