Memorandum of Association (MOA) Drafting & Notarization

February 20, 2024

A Memorandum of Association (MOA) is a legal document that defines the scope, powers, and constitution of a company. It is the foundation of a company and specifies the objects for which the company is established. It also determines the boundaries that the company should not cross and the rights and liabilities of the company and its members. A well-drafted MOA can help you establish and run your company smoothly and successfully.

Why is a Memorandum of Association (MOA) important?

A Memorandum of Association (MOA) is important for several reasons:

  • It is a public document that informs the shareholders, creditors, and other parties about the company’s policies and activities.
  • It is a mandatory document for registering a company in the UAE and obtaining the necessary licenses and permits.
  • It is a binding document that regulates the company’s external affairs and limits its actions to the objects stated in the MOA.
  • It is a flexible document that can be amended by the company’s shareholders to suit the changing needs and circumstances of the company.

How to Draft a Memorandum of Association (MOA)?

Drafting a Memorandum of Association (MOA) requires careful planning and attention to detail. To draft a MOA for your company, you need to follow these steps:

  • The first step is to seek legal advice from a lawyer who is well-versed in UAE business laws to guide you through the process. A drafting lawyer can help you understand the requirements and regulations for drafting a MOA, as well as advise you on the best practices and options for your company. A consultant can also help you prepare the necessary documents and paperwork for the next steps.
  • The next step is to prepare the MOA document according to the guidelines provided by the notary public. The MOA should include the following clauses: name, registered office, object, liability, capital, management, and dissolution.
  • The third step is to visit a UAE notary public office to have your MOA notarized. Notarization of MOA is a mandatory process for sole proprietorships and certain types of companies and partnerships in the UAE. It involves verifying the identity and signatures of the parties involved in the MOA by a UAE notary public, and stamp and seal the document. Notarization makes the MOA legally binding and valid for registration with the relevant authorities.
  • In the last step, the notarized MOA will then be registered with the relevant authorities, such as the Department of Economic Development, the Ministry of Economy, and the Chamber of Commerce and Industry, and become a legally binding document for your company.

Contents of an MOA

An MOA typically consists of the following clauses:

  • Name clause: This clause should state the name of the company, its legal form, and its trade name. The name should not be identical or similar to any existing company or trademark in the UAE. The name should also reflect the nature and objectives of the company. If the company is public or private limited, the name should end with ‘Limited’ or ‘Private Limited’, respectively.
  • Registered office and address clause: This clause should state the emirate and the address where the company’s registered office is located. The address should be valid and accessible for official correspondence and inspection.
  • Object clause: This clause should state the main and ancillary objectives of the company, as well as the activities that the company is authorized to perform. The objectives and activities should be clear, specific, and lawful. The company should not engage in any activity that is outside its scope or prohibited by the UAE laws and regulations.
  • Liability clause: This clause should state the type and extent of the liability of the company and its members. The liability can be limited by shares, by guarantee, or unlimited. If the liability is limited by shares, the clause should specify the amount of share capital, the number and value of shares, and the distribution of shares among the shareholders.

If the liability is limited by guarantee, the clause should specify the amount that each member undertakes to contribute to the company in case of liquidation. If the liability is unlimited, the clause should state that the members are jointly and severally liable for the debts and obligations of the company.

  • Shareholders clause: This clause should state the names, nationalities, addresses, and occupations of the shareholders of the company. It should also state the percentage of ownership, the voting rights, and the profit and loss sharing ratios of each shareholder. The clause should also mention any special conditions or restrictions that apply to the shareholders, such as the minimum or maximum shareholding, the transfer of shares, the pre-emption rights, the dispute resolution mechanisms, etc.
  • Management clause: This clause should state the structure, composition, and powers of the management of the company. It should specify the number, names, and positions of the directors, managers, and auditors of the company. It should also state the terms of appointment, removal, and remuneration of the management.

The clause should also define the roles, responsibilities, and authorities of the management, as well as the rules and procedures for conducting the meetings, resolutions, and reports of the management.

  • Dissolution clause: This clause should state the conditions and procedures for dissolving and liquidating the company. It should specify the grounds for dissolution, such as the expiry of the term, the completion of the objectives, the loss of the capital, the agreement of the shareholders, the court order, etc. It should also state the methods and steps for liquidating the assets and liabilities of the company, as well as the distribution of the surplus or deficit among the shareholders.

MOA Drafting and Notarization Services in the UAE

Drafting a Memorandum of Association (MOA) can be a complex and time-consuming process. If you need professional help, you can consult Notary Public Dubai, a legal drafting service provider in Dubai. Our drafting lawyer can help you with the following:

  • Drafting a customized and compliant MOA for your company according to your needs and objectives.
  • Reviewing and editing your existing MOA and suggesting improvements and amendments.
  • Notarizing and legalizing your MOA and assisting you with the registration process.
  • Assist you with the notarization and registration of your MOA, and handle all the paperwork and formalities for you

Trust our drafting lawyers at Notary Public Dubai to draft and notarize your MOA with professionalism and efficiency. Contact us today and book an initial consultation for your MOA drafting and notarization service.

 

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