Memorandum and Articles of Association

The document that decides who owns what, who signs what, and what happens when partners disagree. Drafted or reviewed before it is notarised, not after.

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The memorandum of association is the constitution of a UAE company. It records who the shareholders are, what each of them holds, who manages, who can sign and bind the company, how profits are split, and what happens when a shareholder wants out or two of them stop agreeing. It is governed by Federal Decree-Law 32 of 2021 on Commercial Companies, and on the mainland it is executed before a notary public. Most founders accept the standard template the formation agent puts in front of them, because it is quicker, and then discover two years later that it splits profits strictly by shareholding when the deal was never that, or that a minority shareholder has a veto nobody intended. We draft it, or we read the one you have been handed and tell you what it actually says.

Abstract geometric line drawing: two overlapping document rectangles bound at the spine with a fine seal square in teal at the foot, gold hairlines on dark navy.

Key Features

Drafted against the commercial deal you actually agreed, being the shareholding, the capital contributions, the profit split and the management powers, rather than against a template
Signing authority written explicitly, because who may bind the company to a contract, a lease or a bank facility is the clause that matters most and is usually the vaguest
Exit and deadlock terms included: pre-emption rights on a share transfer, what happens on the death or withdrawal of a shareholder, and how a deadlock breaks
Reviewed and marked up where you already hold a draft, with the differences from the deal you described set out in plain words before it goes to the notary
You supply the shareholder list, the intended split of shares and of profits, the activity, and who you want to be able to sign, which is the whole of the instruction

Benefits for Your Business

The document matches the deal, so the first serious disagreement is settled by the paper rather than by whoever has more patience.
Signing authority is unambiguous, which is what a bank and a landlord will both ask to see.
A profit split that can differ from the shareholding where the partners intended it to, written so it holds.
A marked up read of a draft you were handed, in language you can act on, before it is notarised.

General information, not legal advice. UAE companies are governed by Federal Decree-Law 32 of 2021 on Commercial Companies and by the rules of the free zone or the Department of Economy that licenses them, and requirements differ between them. We confirm the form your authority requires before drafting.

What a memorandum of association contains in the UAE

Clause	What it decides
Shareholders and shares	Who owns what, and the capital each contributes
Management	Who the managers are and what they may decide alone
Signing authority	Who can bind the company to contracts, leases and bank facilities
Profit split	How profits are shared, which can differ from the shareholding if agreed
Transfers and exit	Pre-emption rights, death or withdrawal of a shareholder, deadlock

Mainland MOA vs free zone MOA

Mainland: the MOA is signed before a notary public, and any later change needs a notarised amendment.
Free zone: each zone issues its own standard memorandum and articles, and changes go through the zone.

Either way, the template is only a starting point. Setting up now? See mainland company setup or our free zone comparison.

Frequently Asked Questions

What is a memorandum of association in the UAE?

The company's founding document: it records the shareholders and their shares, the managers, who can sign for the company, how profits are split, and what happens when a shareholder leaves.

Is an MOA required for an LLC in Dubai?

Yes. A mainland LLC needs a memorandum of association signed before a notary public.

How do I amend an MOA in the UAE?

On the mainland, with a notarised amendment filed with the licensing authority. In a free zone, through the zone's own process.

Can the profit split differ from the shareholding?

Yes, if the partners agree it and the MOA says so clearly.

What is the difference between an MOA and AOA?

The memorandum sets out the company's basic facts and ownership; the articles set out the internal rules. On the UAE mainland they are usually combined in one document.