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Constitution Memorandum And Articles Of Association

Constitution Memorandum And Articles Of Association Template for United Arab Emirates

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Constitution Memorandum And Articles Of Association

"I need a Constitution Memorandum and Articles of Association for a UAE technology company with 3 international shareholders, planned incorporation date of March 2025, with specific provisions for future funding rounds and employee share options."

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Document background
The Constitution Memorandum And Articles Of Association is a mandatory legal document required for establishing any company in the United Arab Emirates under Federal Law No. 2 of 2015. This document serves as the foundational charter that defines the company's legal existence, its relationship with shareholders, and its operational framework. It must be drafted in accordance with UAE legal requirements, including specific provisions for share capital, management structure, and corporate governance. The document becomes particularly crucial when registering with various UAE authorities, including the Department of Economic Development and Ministry of Economy. It contains essential information about ownership structure, voting rights, share transfer mechanisms, and management responsibilities, while incorporating any specific requirements based on the company type (LLC, PJSC, etc.) and sector-specific regulations.
Suggested Sections

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

2. Background: Context of the company's formation and brief description of business objectives

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

4. Company Name and Form: Legal name of the company and its type (LLC, PJSC, etc.)

5. Company Objectives: Detailed description of permitted business activities

6. Head Office and Branches: Location of principal office and provisions for establishing branches

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

8. Share Capital: Details of authorized and issued share capital, types of shares

9. Share Transfer Restrictions: Rules and procedures for transferring shares

10. Management Structure: Composition and powers of the board of directors/managers

11. Shareholders' Meetings: Procedures for general assemblies and voting rights

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

13. Profit Distribution: Rules for dividend declaration and distribution

14. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Preemptive Rights: Additional provisions for existing shareholders' rights in new share issuances

2. Tag-Along Rights: Protection for minority shareholders in case of majority stake sale

3. Drag-Along Rights: Mechanism forcing minority shareholders to join in sale of company

4. Executive Committee: Formation and powers of executive committee, used in larger companies

5. Industry-Specific Compliance: Special provisions for regulated industries (banking, insurance, etc.)

6. Shareholder Reserved Matters: List of decisions requiring special shareholder approval

7. Islamic Finance Compliance: Provisions ensuring compliance with Shariah principles if required

8. Technical Service Agreements: Framework for technical support or management agreements

Suggested Schedules

1. Schedule 1 - Initial Shareholders: Detailed information about founding shareholders including ID numbers and contact details

2. Schedule 2 - Share Capital Distribution: Detailed breakdown of share classes and allocation

3. Schedule 3 - Business Activities: Complete list of licensed business activities with activity codes

4. Schedule 4 - Board Members: Initial board members' details and terms of appointment

5. Schedule 5 - Specimen Signatures: Authorized signatories and signing powers

6. Appendix A - Powers of Attorney: Template forms for delegation of authority

7. Appendix B - Share Transfer Forms: Standard forms for share transfer procedures

8. Appendix C - Corporate Governance Framework: Detailed corporate governance procedures and policies

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

Manufacturing

Trading

Professional Services

Real Estate

Technology

Financial Services

Healthcare

Education

Retail

Construction

Hospitality

Transportation

Energy

Media and Entertainment

Consulting

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Corporate Affairs

Finance

Risk Management

Strategy

Operations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Managing Director

Chief Financial Officer

Corporate Affairs Manager

Shareholder Relations Manager

Risk Management Officer

Strategy Director

Business Development Manager

Operations Director

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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