A single shareholder company’s memorandum of association is one of its most important corporate paperwork as it consists of the fundamental information that’s required for company incorporation. It's also referred to as a charter of a UAE single shareholder company. A company, regardless of its structure or form, can bring changes to any of the clauses in the legal document for which an amendment to the memorandum of association (MOA) is required. A company’s MOA outlines the name of the company, the registered office’s physical address, name(s) of shareholder(s), distribution of shares, and capital investment among others.
Any amendment made to a memorandum of association’s clauses is referred to as an Amendment of a Company's Memorandum of Association.
Amendment for Company MOA Name Clause
If a company wants to alter its name, the alteration must be done in the name clause. Take note: the amendment must be approved by the local authorities. A company is able to change its name during the course of a business’ lifespan by following the steps below.
- Submission of a special resolution
- Obtaining approval from the Department of Economic Development in the UAE
There are conditions a company must follow when altering its name. A change of company name won’t be allowed if a business has defaulted in the filing of its annual returns, any document that is due for filing with the local authorities, financial statements, and repayment of interest on deposits, matured deposits, or debentures.
An application has to be filed to the regulators along with the payment of a fee for the company change of name. The business will be issued with another certificate of incorporation if the company has completed the process. A change of name for a UAE single shareholder company and other types of companies in the UAE can only be valid when a new certificate of company incorporation is issued.
Amendment for Company MOA Object Clause
If a company plans on changing any of its objects that are stated in the memorandum of association, there’s a requirement for a special resolution to be passed. The object can be a change or expansion of services provided by the company. In such a case, written consent must be provided by the company shareholder(s) and the relevant authorities.
The details of objects are to be published where the company's registered office is situated. This can be on the company’s website as well.
Amendment for Company MOA Registered Office Clause
If a company plans on changing the registered office address that is in the MOA, then an amendment in the clause has to be made. The DED or all relevant authorities will register the amendment in the MOA with respect to the company's' objects and certify the registration in a period of thirty days. A change in the MOA of a company can result in a transfer of a company's registered office from one emirate or economic zone to another.
For shifting a company's registered office from one emirate or business licensing authority to another, an application has to be filed with the relevant authority along with the settlement of the fee. An application has to be accompanied by the following documentation:
- Copy of the memorandum of association together with the proposed amendment(s)
- Copies of the minutes or details of the meeting at which a resolution was created authorizing the passing of the alteration
- Copy of the power of attorney or board resolution
- List of debenture holders or creditors
- Name and address for all creditors of the company
- Nature and amounts that are due to them with respect to liabilities, claims, or debts
The corporate secretary of the business has the task of looking into the company's matters which are as follows:
- Make a full inquiry regarding the affairs of the business and decide that the creditors’ list is true
- No employee of the business share be retrenched due to the registered office transfer from one emirate to another
- List of creditors must be authenticated and kept at the company's registered office and be available for all those who desire to inspect such a list
Amendment for Company MOA Capital Clause
An amendment to a company’s capital clause is often done for any of the following reasons:
- Increase of the share capital with the issuance of new shares
- Existing shares consolidation into new shares which are of larger amounts
- The conversion of full paid share into a stock
- Cancelation of an unissued share
The amendment of a capital clause in an MOA should be done with the passing of a special resolution. The resolution has to be filed with relevant authorities or the DED. Any alteration made to an MOA involves a lengthy and complicated process. If you want to know more, don’t hesitate to talk to HHS Lawyers’ corporate lawyers in UAE!