Drafting Article of Association
A company’s articles of association (AoA) or ‘articles’ are its by-laws; therefore, it governs the company management’s internal affairs and business operations. They’re framed to carry out aims and objects set out in a Memorandum of Association (MOA).
Often altered when the need arises in pursuance of objects in an MOA or of updates on local legislation, articles regulate a company’s internal management and define powers of board of directors further. They establish a contract not just between the members and the company, but between members inter se. The contract governs the obligations and ordinary rights incidental to company membership.
At HHS Lawyers, our lawyers and legal consultants in Dubai understand the importance of such legal corporate documents. With a legal drafting team composed of seasoned lawyers, clients get the assurance that their articles have provisions on company administration, including making of calls, qualifications of directors, forfeiture of shares, duties, and powers, appointment of auditors, transmission of shares, and procedure for transfer.
Our team for legal drafting in Dubai takes utmost care when preparing articles of association for a proposed company to help ensure the articles contain necessary provisions that avoid anything that may hamper the workings of the business later on. Our Articles of Association drafting services in Dubai include expert advisory, so articles contain provisions that are related to the following crucial matters:
Board of managers
Our legal drafting service for Articles of Association helps companies decide a board of managers as specified in the corporate document. The AoA draft can include a list of qualities and amount of experience aimed for candidates as future company directors, including the following which are to be regarded of high importance:
- A candidate’s biography has to provide information on the person’s practical experience being a former director;
- List of companies wherein the said candidate holds shares. This has to be presented prior to the selection of the company’s board of managers;
- Declaration of agreement to the provisions on Commercial Companies Law of UAE and the decision to take due diligence; and
- The ability of the company’s board of directors to appoint a managing director and set the specific duties of such in the company.
Take note: a board of managers can hold general meetings at main offices of firms or other places approved by the managers. Most companies we’ve assisted for the drafting of Articles of Association want the document to include provisions that the company’s managers have to meet every quarter.
We help ensure a company’s Articles of Association provides information on ways wherein the company may be closed. A company’s termination procedure or company liquidation is made only when the firm’s owners decide to head in this direction. Typically, a company is closed when investments made don’t return or when losses are bigger in comparison to a firm’s profits of more than fifty (50) percent. There are cases wherein a company is created and allowed to exist only for a specific duration as stated in the AoA. Our corporate lawyers in Dubai can advise not only on the provisions for the company’s liquidation but also on the process of winding down.
The following are also to be included in Articles of Association:
- Shareholder capital, including the sub division thereof;
- Share certificates;
- Rights of shareholders;
- Payment of commission;
- Lien of shares;
- Calls on shares;
- Transmission of shares;
- Transfer of shares;
- Forfeiture of shares;
- Conversion from shares into stock;
- Surrender of shares;
- Share warrant;
- Proceedings and general meetings;
- Alteration of capital;
- Accounts and audits;
- Dividends and reserves; and
- Voting by poll, voting rights of directors or members, proxies
If you are thinking of setting up a business in Dubai or anywhere in the UAE and you would like to discuss your requirements for your company’s Articles of Association, call us to schedule a free initial consultation with our legal drafting team.