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Model Articles Of Association For Private Companies

Model Articles Of Association For Private Companies Template for United Arab Emirates

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Model Articles Of Association For Private Companies

"I need Model Articles of Association For Private Companies for a UAE technology startup planned for launch in March 2025, with three international shareholders (from UK, Singapore, and UAE) and provision for future equity-based employee compensation."

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Document background
Model Articles Of Association For Private Companies serve as the foundational document for establishing and operating a private company in the United Arab Emirates. This document is required under Federal Decree-Law No. 32 of 2021 (UAE Commercial Companies Law) and must be executed when incorporating a company or modifying an existing company's structure. The Articles outline essential aspects including shareholding structure, management framework, operational procedures, and corporate governance mechanisms. They must be drafted in Arabic (with optional English translation) and require notarization by UAE authorities. The document is particularly crucial for foreign investors as it must comply with UAE foreign ownership regulations and local corporate governance requirements. These Articles form a binding agreement between shareholders and serve as a reference point for resolving corporate disputes or clarifying governance matters.
Suggested Sections

1. Introduction: Company name, legal form, and governing law declaration

2. Definitions and Interpretation: Key terms used throughout the Articles and their meanings

3. Formation: Details of company establishment, founders, and registered office

4. Company Name and Objects: Official company name and primary business activities

5. Share Capital: Authorized capital, number and classes of shares, and their nominal value

6. Shares and Share Certificates: Rights attached to shares, issuance of certificates, and transfer procedures

7. Shareholders' Rights and Obligations: Fundamental rights, voting powers, and responsibilities of shareholders

8. General Assembly Meetings: Procedures for convening and conducting shareholder meetings

9. Board of Directors: Composition, appointment, removal, and powers of the board

10. Management: Day-to-day management structure and authority delegation

11. Financial Matters: Financial year, accounts, auditing, and dividend distribution

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

Optional Sections

1. Pre-emptive Rights: Used when shareholders want first right to purchase new shares or existing shares for sale

2. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights and protections

3. Share Pledge Provisions: Required when allowing shares to be used as security

4. Competitive Restrictions: Include when restricting shareholders from competing activities

5. Executive Committee: Used for larger companies requiring an additional governance layer

6. Shariah Compliance: Include for companies operating under Islamic financial principles

7. Branch Offices: Required when company plans to establish branches

8. Power of Attorney Provisions: Include when specific authorization powers need to be detailed

Suggested Schedules

1. Schedule 1: Shareholders Information: Details of founding shareholders, including names, nationalities, and shareholding

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and distribution

3. Schedule 3: Business Activities: Comprehensive list of licensed business activities

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

5. Appendix A: Shareholders' Register Format: Template for maintaining shareholder records

6. Appendix B: Share Certificate Template: Standard format for share certificates

7. Appendix C: Proxy Form: Template for shareholder proxy appointments

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

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Hospitality

Construction

Trading

Education

Consulting

Media and Entertainment

Transportation and Logistics

Industrial

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Affairs

Board Secretariat

Risk Management

Finance

Operations

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Chief Legal Officer

Corporate Affairs Director

Business Development Manager

Risk Manager

Chief Financial Officer

Operations Director

Shareholder Relations Manager

Investment 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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