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Articles Of Association And Memorandum Of Association

Articles Of Association And Memorandum Of Association Template for United Arab Emirates

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Key Requirements PROMPT example:

Articles Of Association And Memorandum Of Association

"I need Articles of Association and Memorandum of Association for a technology consulting LLC to be established in Dubai by March 2025, with 100% foreign ownership structure and provisions for future venture capital investment, including specific clauses for share transfer mechanisms and employee stock options."

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Document background
The Articles of Association and Memorandum of Association are essential corporate documents required for company formation in the United Arab Emirates. These documents serve as the constitutional framework for the company, establishing its legal existence and governing its operations. They must comply with UAE Commercial Companies Law (Federal Law No. 2 of 2015, as amended) and include detailed provisions about share capital, management structure, shareholder rights, and corporate governance. The documents are particularly crucial in the UAE context as they must address specific local requirements such as foreign ownership restrictions, local agent requirements (where applicable), and compliance with both federal and emirate-level regulations. They form the basis for the company's relationship with regulatory authorities and serve as reference documents for resolving any corporate disputes.
Suggested Sections

1. Parties: Details of the founding shareholders/partners, including their full names, nationalities, and addresses

2. Background: Introduction stating the intention to establish the company and brief context

3. Definitions: Key terms used throughout the document and their meanings

4. Company Name and Trade Name: The official company name in Arabic and English, and any trade names to be used

5. Legal Form: Specification of the company's legal form (LLC, PJSC, etc.)

6. Company Objectives: Detailed description of permitted business activities

7. Head Office and Branches: Location of the principal place of business and provisions for establishing branches

8. Duration: Term of the company's existence and renewal provisions

9. Share Capital: Amount of capital, number of shares, and value per share

10. Share Distribution: Allocation of shares among shareholders and types of shares

11. Transfer of Shares: Procedures and restrictions for transferring ownership of shares

12. Management Structure: Governance framework including managers/board of directors and their powers

13. Shareholders Meetings: Procedures for conducting general assemblies and voting rights

14. Financial Year and Accounts: Fiscal year definition and requirements for financial statements

15. Profit Distribution: Rules for calculating and distributing profits and losses

16. Dissolution and Liquidation: Circumstances and procedures for company dissolution

Optional Sections

1. Preemptive Rights: Used for companies where shareholders should have first right to purchase new shares

2. Tag Along and Drag Along Rights: Include for companies where minority shareholder protection or exit mechanisms are important

3. Non-Competition and Confidentiality: Add when specific restrictions on shareholders' competitive activities are needed

4. Executive Committee: Include for larger companies requiring an additional management layer

5. Share Pledges: Add when shareholders may need to pledge shares as security

6. Shareholder Reserved Matters: Include for companies requiring specific decisions to have special shareholder approval

7. Islamic Finance Compliance: Add for companies requiring Shariah-compliant operations

Suggested Schedules

1. Schedule 1 - Initial Shareholders: Detailed information about founding shareholders including share quantities and values

2. Schedule 2 - Business Activities: Comprehensive list of licensed business activities with respective codes

3. Schedule 3 - Powers of Attorney: Template forms for delegating management authority

4. Schedule 4 - Share Certificate Template: Format for issuing share certificates

5. Schedule 5 - Corporate Governance Framework: Detailed procedures for company governance and compliance

6. Appendix A - Initial Board Members: List of first board members/managers with their details and terms

7. Appendix B - Signature Requirements: Matrix of signing authorities and limitations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































Clauses








































Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Trading

Professional Services

Healthcare

Education

Hospitality

Construction

Retail

Import/Export

Consulting

Logistics

Energy

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Management

Finance

Company Secretariat

Risk Management

Shareholder Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Director of Operations

Chief Financial Officer

Business Development Manager

Risk Manager

Corporate Governance Officer

Shareholder Relations Manager

General Counsel

Company Registrar

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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