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Memorandum Of Association And Bye Laws Template for United Arab Emirates

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Key Requirements PROMPT example:

Memorandum Of Association And Bye Laws

"I need a Memorandum of Association and Bye Laws for a technology startup being established as an LLC in Dubai mainland, with three international shareholders and plans for future venture capital investment by March 2025."

Document background
The Memorandum of Association and Bye Laws is a mandatory document required for company incorporation in the United Arab Emirates, governed by UAE Federal Decree-Law No. 32 of 2021 and related regulations. This document must be prepared when establishing any company in the UAE, whether in mainland UAE or in free zones. It contains essential information about the company's structure, including share capital, shareholder details, management framework, and operational procedures. The document requires official authentication and must comply with specific UAE legal requirements, including proper Arabic translation and notarization. It serves as the primary reference for corporate governance and shareholder relationships throughout the company's lifetime.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the document

4. Company Name and Legal Form: Official company name, type of legal entity, and jurisdiction

5. Company Objects: 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

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

9. Share Distribution: Allocation of shares among shareholders

10. Transfer of Shares: Procedures and restrictions for share transfers

11. Management Structure: Governance framework including managers/board structure

12. Shareholders Meetings: Procedures for general and extraordinary meetings

13. Financial Year and Accounts: Fiscal year definition and financial reporting requirements

14. Profit Distribution: Rules for dividend allocation and distribution

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

Optional Sections

1. Board of Directors: Required for Public Joint Stock Companies (PJSC) - details composition, powers, and procedures

2. Share Classes: Used when company has different classes of shares with varying rights

3. Preemptive Rights: Detailed procedures for existing shareholders' rights in new share issuance

4. Tag-Along and Drag-Along Rights: Include for companies with sophisticated shareholder arrangements

5. Non-Competition Provisions: Restrictions on shareholders/partners engaging in competing businesses

6. Executive Committee: For larger companies requiring additional management layer

7. Internal Control Systems: Required for larger companies or those in regulated sectors

8. Corporate Social Responsibility: Optional section for companies wanting to embed CSR principles

9. Shariah Compliance: For companies operating under Islamic banking/finance principles

Suggested Schedules

1. Schedule 1 - Shareholding Structure: Detailed breakdown of shareholding including share numbers and percentages

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

3. Schedule 3 - Initial Board Members/Managers: Details of first appointed management team

4. Schedule 4 - Powers of Attorney: Standard forms of delegation of authority

5. Schedule 5 - Shareholder Contact Details: Complete contact information for all shareholders

6. Appendix A - Company Policies: Key operational and governance policies

7. Appendix B - Share Certificate Template: Standard form of share certificates

8. Appendix C - Board Resolution Templates: Standard forms for board/shareholder resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































Clauses









































Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Professional Services

Construction

Hospitality

Trading

Education

Transportation and Logistics

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Executive Leadership

Finance

Risk Management

Corporate Affairs

Investor Relations

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Chief Legal Officer

Company Director

Shareholder Relations Manager

Corporate Governance Officer

Business Development Manager

Chief Financial Officer

Investment Manager

Risk Manager

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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