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What is a Memorandum of Association (MOA) in UAE? Key Insights and Examples

Author:

Sheraz Khan

Sheraz Khan

Last Updated

January 7, 2025

memorandum of association in uae

The Memorandum of Association UAE is a key legal document required for company formation. It defines the company’s objectives, structure, and scope of operations while ensuring the business ensures compliance with UAE laws.

What is a Memorandum of Association (MoA)?

If you’re wondering, “What is a memorandum of association?”, it’s a document that outlines the objectives and business activities of a company. In simple terms, it acts as the company’s foundation document and is essential for company registration in the UAE.

When forming a business, whether it’s a limited liability company or any other type, the MoA UAE serves as a blueprint. It defines the liability of the members, capital clause, and operational boundaries. Without it, a company cannot legally operate.Do not confuse MoA with NOC, which is No Objection certificate and you can read more about that here.

Purpose of Memorandum of Association (MoA)

If you’re asking, “Why is the purpose of MoA?” , here’s a simple explanation:
The MoA UAE serves as a legal foundation for your company. 

It outlines:

  • The objectives and business activities of the company.
  • The liability of the members and their financial responsibilities.
  • The capital clause, specifying the company’s financial structure.
  • The registered office address where legal communication happens.

This document helps prevent misunderstandings, ensures smooth business operations, and acts as a legal safeguard for all parties involved.

Why is the MoA Important?

The importance of Memorandum of Association lies in its role as the guiding document for both external stakeholders and internal governance. Here’s why it’s essential:

  • It defines the scope of the company’s business operations.
  • It sets out clear liability limits for shareholders.
  • It helps with legal compliance and regulatory checks.
  • It serves as a reference during general meetings and legal disputes.
  • It builds trust among investors and business partners.

Legal Framework for Memorandum of Association in UAE

The UAE has a strong legal framework to protect both businesses and stakeholders.

  • The MoA UAE must be drafted in Arabic (translations can be provided).
  • After drafting, the MoA must be notarized at the UAE Notary Public.
  • It must then be submitted to the commercial registry of the relevant emirate or free zone authority for validation.
  • Registration with regulatory bodies might also be required, depending on the industry.

Without completing these steps, the company cannot obtain a business license or begin operations.

Key Differences: MoA vs. AoA (Articles of Association)

Many people wonder, “What is the difference between a Memorandum of Association and Articles of Association?”

  • MoA (Memorandum of Association):
    • Defines the company’s objectives and operational scope.
    • Focuses on the company’s external relationships.
    • Acts as a mandatory legal document for registration.
  • AoA (Articles of Association):
    • Outlines internal rules for the company’s management.
    • Focuses on day-to-day operations and internal governance.
    • Can be amended through a special resolution during meetings.

If there’s a conflict between the MoA and AoA, the MoA UAE takes precedence. Both documents must comply with the Companies Act in the UAE.

Steps to Obtain a Memorandum of Association in UAE

Here’s a step-by-step guide to getting an MoA Dubai:

  1. Drafting the MoA: Consult a company secretary or legal expert to draft the memorandum of association template according to UAE laws.
  2. Notarization: Get the draft notarized at the UAE Notary Public. Pay the required government fees.
  3. Attestation: The MoA UAE must be attested by the Ministry of Foreign Affairs (MOFA) or equivalent authority.
  4. Commercial Registry Submission: Submit the finalized MoA Dubai to the relevant commercial registry for approval and licensing.

Sample Memorandum of Association (MoA) – UAE

MEMORANDUM OF ASSOCIATION OF [COMPANY NAME]

This Memorandum of Association (MoA) is made and executed on this [Date] in accordance with the UAE Companies Act and other applicable regulations.

1. NAME CLAUSE

The name of the company shall be:
[Full Company Name]

2. REGISTERED OFFICE CLAUSE

The registered office of the company will be located at:
[Complete Address, including Emirate, UAE]

3. OBJECTIVE CLAUSE

The primary objectives for which the company is established are:

  1. To engage in [Primary Business Activity].
  2. To carry out [Secondary Business Activities].
  3. To undertake such other business activities as permitted under UAE law.

The company shall conduct all operations within the legal framework defined by the UAE Companies Act.

4. CAPITAL CLAUSE

The authorized share capital of the company shall be AED [Amount], divided into [Number of Shares] shares of AED [Value per Share] each.

  • Shareholder 1: [Name][Number of Shares]
  • Shareholder 2: [Name][Number of Shares]

The capital structure may be increased or modified through a special resolution passed by the shareholders.

5. LIABILITY CLAUSE

The liability of the members is limited to the unpaid amount of their shares in the company. No shareholder shall be held personally liable beyond their share contribution.

6. ASSOCIATION CLAUSE

We, the undersigned shareholders, agree to form a company under the UAE Companies Act and abide by all regulations and requirements set forth herein.

7. SUBSCRIPTION CLAUSE

The undersigned shareholders agree to subscribe to the following shares:

S.No.Shareholder NameNumber of SharesSignature
1[Name][Number of Shares][Signature]
2[Name][Number of Shares][Signature]

8. MISCELLANEOUS CLAUSE

  1. Any disputes arising out of or related to this MoA shall be resolved through arbitration in accordance with UAE laws.
  2. Any amendments to this MoA must be approved via a special resolution passed in a general meeting and notarized accordingly.
  3. In case of dissolution, the company’s assets shall be liquidated as per UAE commercial laws.

9. DECLARATION

We, the undersigned, hereby declare that we have read, understood, and agreed to the terms of this Memorandum of Association and will comply with the legal requirements stipulated under the UAE Companies Act.

Signatures of Shareholders

  1. [Name of Shareholder 1][Signature][Date]

Witnesses

  1. [Name of Witness 1][Signature][Date]

Authorized Notary Public Seal & Signature

“This Memorandum of Association (MoA) is hereby notarized and certified as per UAE regulations on this [Date].”

Stamp and Signature of Notary Public

This Memorandum of Association Template is drafted in Arabic and may be translated into other languages as required. In case of any discrepancies, the Arabic version will prevail in legal matters.

Conclusion

The Memorandum of Association UAE is the backbone of every business in the UAE. It’s not just a legal document; it’s the foundation of your company’s identity, operations, and liability structure. Whether you’re drafting an MoA Dubai or understanding the importance of memorandum of association, following legal protocols will save time, reduce risks, and ensure a smoother company registration process.

If you’re starting a business, make sure your MoA UAE is drafted and notarized correctly to avoid legal complications in the future. 

FAQs about Memorandum of Association (MoA) in UAE

What is a Memorandum of Association (MoA) in UAE?

The MoA is a legal document required for company formation in the UAE. It outlines the company’s objectives, business activities, capital structure, and the liability of its shareholders.

Why is the MoA important?

The MoA serves as the legal foundation of a company, defining its scope of operations, shareholder responsibilities, and ensuring compliance with UAE laws.

How do I draft an MoA in UAE?

You can draft an MoA with the help of a legal advisor or company secretary to ensure it complies with UAE regulations.

Is notarization of MoA mandatory in UAE?

Yes, the MoA must be notarized by the UAE Notary Public and attested by relevant authorities.

Can the MoA be amended?

Yes, but any changes to the MoA require a special resolution passed in a general meeting and approval from UAE authorities.

Who needs an MoA in UAE?

Every company, including LLCs, Joint-Stock Companies, and Partnerships, needs an MoA for company registration.

Is the MoA in Arabic or English?

The MoA must be drafted in Arabic, but translations can be provided. The Arabic version takes legal precedence.

What happens if a company operates without an MoA?

Operating without a valid MoA is illegal in the UAE, and the company may face legal penalties or license revocation.

Disclaimer: This content is for informational purposes only and does not constitute professional advice.

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