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Memorandum of Association (MoA) in the UAE – Complete guide

Memorandum of Association (MoA) in the UAE – Complete guide
Co-Founder & CEO movingo
Editor
Author
Iakov Kukushkin
Copywriter, Journalist
Jan 26, 2026
Before starting a business in the UAE, you must prepare several mandatory documents, including a Memorandum of Association. Many people have heard of it but do not realize how important it is.

This article will explain its importance in detail, highlight key points to consider when preparing the document, and provide a free template.

What is a Memorandum of Association?

The Memorandum of Association (MoA) is a legal document that outlines the basic rules and regulations governing a company's operations. Serving as the company's constitution is basically its relationship with the world outside of it. It tells you its name, where its headquarters are, and what its goals are.

In the UAE, you cannot register almost any formal company structure without one according Federal Decree-Law No. (32) of 2021 on Commercial Companies.

Why is the MoA important in the UAE?

As mentioned above, this is a mandatory document that also provides:
  • Legal identity

    It establishes the company as a separate legal entity.
  • Operational scope

    It prevents the company from engaging in activities for which it does not have a license.
  • Shareholder protection

    It clearly defines ownership, which prevents future disputes.
  • Banking and compliance

    You cannot open a corporate bank account in Dubai without a notarized MoA.
In addition to the memorandum, there are many other tasks that need to be completed to run a business in the UAE, including obtaining visas, completing paperwork, applying for licenses and permits, etc. Trying to handle all that yourself can be tough and take a lot of time and energy. That's why we're here — we'll take care of all that while you focus on growing your business.

Clauses of Memorandum of Association in the UAE

A standard MoA contains several "Mandatory Clauses." These articles provide basic information about the company and its operating principles.

If you miss one, the Department of Economic Development (DED) will probably send it back to you.
  • Name Clause

    This simply states your company's official trade name. It must include the legal suffix, such as "LLC," and match the name approved by the DED or the Free Zone authority.
  • Registered office Clause

    This confirms that your company has a physical presence (Ejari) in the UAE. While it doesn't list your specific unit number, it does specify the city and Emirate.
  • Objects Clause

    This defines your business activities. In the UAE, you can’t just engage in "any legal business." Instead, you must list specific activities, such as "consulting" or "real estate trading.”
  • Liability Clause

    This sentence states that shareholders are only liable for the company's debts up to the amount they invested. So if the company gets into debt for millions, their personal house and cars are (theoretically) safe.
  • Capital Clause

    This section talks about how much money was put into starting the company. It also includes:
    • total share capital (e.g., AED 30,000)
    • how many shares exist, and how much is each share worth
    • statement that the capital is fully "paid up" or contributed by the partners
  • Duration Clause

    Most companies in the UAE have a 99-year registration that renews automatically. That's how long they're expected to remain in business.
  • Management Clause

    This document names the manager(s) or board of directors. Importantly, it specifies what actions they are permitted to take, such as signing contracts, hiring employees, and representing the company in court.
  • Profit and loss Clause

    This determines how the "spoils" are shared. Interestingly, in the UAE, your profit share does not have to match your ownership share.

    For example, you might own 50% of a company, but in the MoA, you could agree to take 70% of the profits because you are doing all the work.

Valid MOA Requirements

To be legally binding in the UAE, the document must:
  • Be written in Arabic (bilingual is fine).
  • Be signed by all shareholders or their legal representatives.
  • Be notarized by a UAE Notary Public or an authorized digital signature.
  • Be registered with the Commercial Register.
We will help you ensure that each item in the memorandum complies with all regulations. If you prefer, we can do it for you.
It's important to stay informed about what's happening within the company and about changes in the law. For example, until recently, all shareholders were required to be physically present when signing the MoA. Now this can be done online using the UAE PASS application in most cases. We recommend checking whether your case is suitable for this before you begin.

MoA in Dubai and the UAE: Mainland vs Free Zone

The requirements for your MoA will vary depending on where you establish your business.

How to draft a Memorandum of Association in the UAE

Drafting is the most critical phase. To do it right, here are the things you need to consider:
  • Select your business activities (ensure they align with DED/Free Zone lists).
  • Define how profits and losses are shared. It doesn't have to be equal to ownership %.
  • Appoint a manager and define their responsibilities, such as signing authority and banking.
  • Translate the document into Arabic via a certified legal translator.
The easiest way to do it is to hire professionals with years of experience in the UAE. Like us, for example.😉

Memorandum of Association Format (Template)

As mentioned above, the memorandum's format may vary in some areas, but it will generally resemble the one on the DED website.
MEMORANDUM OF ASSOCIATION (Template for UAE)

MEMORANDUM OF ASSOCIATION OF [COMPANY NAME] LLC

Article 1: Name The name of the company is [Name], a Limited Liability Company.
Article 2: Headquarters The registered office is located in the Emirate of [Dubai/Abu Dhabi], UAE.
Article 3: Objectives The company is established to carry out: [Activity 1], [Activity 2].
Article 4: Capital The capital of the company is AED [Amount], divided into [Number] shares.
Article 5: Management The company shall be managed by [Name of Manager].

How to download a Memorandum of Association in the UAE

Once your company is registered, you can download your electronic MoA (e-MoA):
  • Mainland

    Visit the Dubai Economy (DED) website or the "Invest in Dubai" portal.

    Log in with your UAE PASS to access your dashboard.

  • Free Zone

    Log in to your specific Free Zone Member Portal (e.g., the DMCC portal or the Abu Dhabi Global Market dashboard).

How to register and notarize an MoA in the UAE

For Mainland companies, the process is now largely digital:
  • Initial approval: Get your trade name and activity approval from the DED.
  • Digital signing: Most MoAs are now signed via UAE PASS through the DED's automated system.
  • Notarization: If you prefer the traditional method, all shareholders (or their Power of Attorney) must visit a public notary to sign the document.

Difference between MoA and AoA (Articles of Association)

Think of it this way: the MoA is about what the company is, and the AoA is about how it is run.

MoA

External focus. Defines the company's strengths and limitations.
MoA in the UAE (Example)

AoA

Internal focus. It sets the rules for meetings, who can vote, and how the company is run.
AoA in the UAE (Example)

This is an example of why you should follow MoA regulations

A few years back, a tech company in Dubai tried to switch from software consulting to selling hardware without changing its MoA. When they were trying to sign a big distribution deal, the other company's legal team saw that their MoA didn't list that activity, so they pulled out. They also got hit with a hefty fine from the DED for operating outside their license.

Always keep your MoA up-to-date.

When and how to amend a Memorandum of Association

If any of these things happen, you'll need to change your MoA:
  • You change the company name.
  • A partner leaves or a new partner joins.
  • You increase or decrease the capital.
  • You change the management powers.
The process: Create a new version of the MoA (Addendum), and have all partners sign it. The new version should be signed either in person before a notary public or via UAE PASS. Then, submit the new version to the licensing authority to obtain a new license.

Common mistakes when preparing an MoA in the UAE

  • Vague business activities

    If you're too broad, you may be rejected. If you're too narrow, you'll limit your growth.
  • Ignoring management powers

    Not granting the Manager the power to "open and manage bank accounts" is a common error that causes weeks of delays at the bank.
  • Incorrect capital values

    Listing a capital amount that you cannot actually verify if requested.
  • Translation errors

    Using an uncertified translator can create legal discrepancies between the English and Arabic texts. In UAE courts, the Arabic version always takes precedence.

Memorandum of Association FAQ

What to read next

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