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Certificate Of Incorporation Memorandum And Articles Of Association

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

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Certificate Of Incorporation Memorandum And Articles Of Association

"I need a Certificate of Incorporation Memorandum and Articles of Association for a UAE-based technology startup with 60% local and 40% foreign ownership, planning to operate in Dubai mainland and establish a development center in Dubai Silicon Oasis by March 2025."

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Document background
The Certificate of Incorporation Memorandum and Articles of Association is the primary constitutional document required when establishing a company in the United Arab Emirates. This document serves multiple purposes: it officially registers the company with relevant authorities, defines its legal structure, and establishes its operational framework. It must comply with UAE Federal Decree-Law No. 32 of 2021 and related regulations, including specific requirements for different company types (LLC, PJSC, etc.). The document is essential for both mainland and free zone companies, though specific requirements may vary. It contains crucial information about shareholders, capital structure, management arrangements, and business activities, forming the legal foundation for the company's existence and operations in the UAE market.
Suggested Sections

1. Certificate of Incorporation Details: Official incorporation details including company name, registration number, date of incorporation, and registered office address

2. Memorandum of Association: Company's fundamental information including name, legal form, objectives, and registered office

3. Company Name and Legal Form: Specification of the company's official name in Arabic and English, and its legal form (e.g., LLC, Private Joint Stock Company)

4. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation

5. Objects of the Company: Detailed description of permitted business activities and scope

6. Duration: Period for which the company is established

7. Share Capital: Details of authorized and issued share capital, nominal value of shares

8. Shareholders: Identity of founding shareholders and their respective shareholdings

9. Management Structure: Composition and powers of the board of directors or managers

10. General Assembly: Procedures for shareholder meetings and voting rights

11. Financial Year and Accounts: Provisions regarding financial year, accounts, and audit requirements

12. Profit Distribution: Rules for distribution of profits and dividends

13. Amendment Procedures: Process for amending the memorandum and articles

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

Optional Sections

1. Pre-emptive Rights: Optional provisions for existing shareholders' rights in new share issuances

2. Tag-Along and Drag-Along Rights: Optional share transfer provisions for minority shareholder protection

3. Executive Committee: Optional section for companies establishing an executive committee structure

4. Reserved Matters: Optional list of decisions requiring special majority or unanimous approval

5. Shareholder Loans: Optional provisions regarding shareholder financing

6. Non-Competition: Optional restrictions on shareholders' competing activities

7. Islamic Finance Compliance: Optional section for companies requiring Shariah compliance

Suggested Schedules

1. Schedule 1: Shareholders Information: Detailed information about shareholders including ID/passport numbers, addresses

2. Schedule 2: Share Capital Distribution: Detailed breakdown of share capital allocation and payment status

3. Schedule 3: Licensed Activities: Complete list of licensed business activities

4. Schedule 4: Board Resolution Templates: Standard templates for common board resolutions

5. Schedule 5: Powers of Attorney: Template forms for delegation of authority

6. Appendix A: Company Seal: Specimen of the company seal and signing requirements

7. Appendix B: Specimen Signatures: Authorized signatories and specimen signatures

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




















































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Education

Construction

Tourism

Logistics

Energy

Media

Consulting

Trading

Industrial

Agriculture

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Board of Directors

Executive Management

Risk Management

Corporate Affairs

Company Secretariat

Business Development

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Chief Legal Officer

Corporate Governance Officer

Business Development Manager

Finance Director

Risk Manager

Operations Director

General Counsel

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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