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.
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.
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.
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.
The requirements for your MoA will vary depending on where you establish your business.
<b>Feature</b>;<b>Mainland (DED)</b>;<b>Free Zone (e.g., DMCC, ADGM)</b>
<b>Governing law</b>;UAE Federal Commercial Companies law link=https://uaelegislation.gov.ae/en/legislations/1542;Free Zone authority regulations
<b>Notarization</b>;Must be notarized by a UAE Public Notary;Often signed digitally or at the FZ office
<b>Language</b>;It must be in Arabic or bilingual Arabic/English.;Can be in English (varies by zone)
<b>Standardization</b>;Uses a standard DED template link=https://www.moet.gov.ae/documents/20121/0/Memorandum+of+Association.docx/90345ab9-d5bf-4d90-fa91-c37dc8a1ea46?t=1687170787656;Custom templates provided by the Authority
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 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].
To download the editable MOA, please enter your email address below. The file will open automatically after submission.
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 UAEPASS 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.
AoA
Internal focus. It sets the rules for meetings, who can vote, and how the company is run.
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.
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.
It is a legal document that serves as the company's constitution. It defines the company's scope and capital, as well as its relationship with shareholders and the government.
You will obtain it during the company incorporation process from the Department of Economic Development (DED) or your chosen Free Zone authority.
Memorandum of Association
Yes, it is a legal requirement for most business types, such as LLCs and partnerships.
You can request a copy from the Dubai Economy (DED) or download it from the specific Free Zone Member portal.
Yes, for all legal entities with multiple partners or specific structures like LLCs and Civil Companies.
Memorandum of Association
To define the company's name, what it does, how much money it has, and who runs it, making sure it stays within the law.
Log into the UAE PASS-enabled portal of the relevant licensing authority (the DED for mainland or the specific Free Zone portal).
If you want a physical copy, you can get it from the Public Notary where the document was signed. Digital copies are also available on the licensing authority's website.
As the owner, you can access it via the commercial registry.
Draft the mandatory clauses (name, capital, etc.), translate them into Arabic, and have all partners sign them before a notary public.
Most businesses do, except for sole proprietorships run by UAE/GCC citizens and branches of foreign companies that use the parent company's MoA).
It is a template provided by the DED or Free Zone that lists the standard 8–12 articles required by UAE law.
Draft an addendum and have all partners sign it in front of a notary. Then, pay the amendment fee to the DED or Free Zone.
You should file an amendment request with your licensing authority whenever there is a change in partners, capital, or activities.
Choose your activities, decide on your budget, hire a manager, and get a professional translator to make sure the Arabic version is correct. Or just text us.😉
No, they usually use a Local Service Agent (LSA) agreement instead.
No, the document itself is permanent.
The changes can be made at any time, provided that all shareholders agree, the changes are notarized, and they are updated on the trade license.
The MoA is generally seen as more important for external legal status, while the AoA governs internal management. If there's a conflict between the two, the MoA usually wins out.
Note: The Companies Act of 2013 refers to Indian law. In the UAE, however, you must follow UAE Federal Decree-Law No. 32 of 2021 regarding commercial companies.
Yes, while the format may vary between Mainland and Free Zones, both require a MoA) or similar founding charter to issue a license.