How to Amend the Articles of Association for a Public Joint Stock Company in the UAE

Amending the Articles of Association (AOA) of a Public Joint Stock Company (PJSC) in the UAE is a very important process that is regulated by Federal Decree-Law No. (32) Of 2021 on Commercial Companies. These amendments have to be consistent with the UAE laws and shareholder approval is needed along with approval from the relevant authorities.

This article explains the various steps involved in the process, legal provisions that must be met, and the important issues that a company should consider when amending its Articles of Association.

What is the Articles of Association (AOA) of a Public Joint Stock Company?

Articles of Association (AOA) is the company’s constitution that specifies the governance structure of the company, the nature of its business, the rights of the shareholders, and the rules and regulations that govern the functioning of the company. Any amendment(s) to this document have to be compatible with the UAE company laws and the best interests of the shareholders.

The Legal Framework for Amending the Articles of Association in the UAE

The Federal Decree-Law No. (32) of 2021 on Commercial Companies sets out the measures that should be followed in order to amend the AOA of a PJSC in the UAE. Key provisions include:

• Compliance with Securities and Commodities Authority (SCA) Regulations: Public joint stock companies are required to get approval from the Securities and Commodities Authority before changing any of the articles.
• Shareholder Approval: The amendments are subject to a special resolution to be passed at the General Assembly meeting.
• Notarization and Official Filing: The new AOA must be notarized and presented to other authorities, including the Department of Economic Development (DED).

Key Reasons for Amending the Articles of Association

There are several factors that may require a PJSC to incorporate changes in its AOA:

• Shift in the objectives or business ventures of the company
• Changes in the board of directors or management of the company
• Changes in the share capital or ownership structure
• Mergers, acquisitions, or divestitures
• To comply with new regulations or legal provisions

• To update the governance arrangements or internal policies.

Process to Amend the Articles of Association in the UAE

1. Board Resolution for Amendment

• The board of directors must recommend and put into writing the changes in the form of a resolution.
• It should include the reasons for the changes and how they impact the company’s governance and shareholders.

2. Approval by General Assembly of Shareholders

• The company may, subject to prior consent of the SCA, issue a special resolution to amend its MOA or AOA. 
• The changes must be explained to the shareholders and approved at a General Assembly meeting.
• The amendments can only be effected if the changes are approved by a special resolution which is issued by a majority of shareholders holding at least 75% of the shares represented at the General Assembly of a joint stock company.

3. Drafting the Amendment Document 

The company is required to draft a formal amendment document clearly showing the amendments to the AOA after the shareholders have approved the amendments. The document should further be in the English and Arabic languages and comply with the content and format of the concerned authorities.

4. Submission to the Securities and Commodities Authority (SCA)

 There are several documents the company should forward to the SCA for authorization:

• Amended Articles of Association
• Copy of the Board Resolution
• General Assembly Meeting minutes
• Any supporting documents required by the authorities

4. Notarization of the Amended Articles of Association

• Once the SCA has approved the changes, the amended AOA must be notarized by a UAE Notary Public.
•  If any documents were prepared outside the UAE, they must be authenticated by:

• The Ministry of Foreign Affairs (MOFA)
• The UAE Embassy in the country of origin

5. Filing with the Department of Economic Development (DED)

• After notarization, the company must file the final AOA to the Department of Economic Development (DED) of the emirate in which the company is registered.

• Some amendments may also require publication in the Gazette.

Also read- Process of Amending Memorandum and Articles of Association UAE

Key Considerations for Amending the Articles of Association in the UAE

1. Compliance with UAE Corporate Governance Standards

• All the changes should be consistent with the UAE corporate governance rules.
• The changes should ensure that the rights of the shareholders are well protected and that there is a high level of business transparency.

2. Timing of Implementing Changes

• It is important that companies update their AOA once changes are made effective.
• There are penalties for defaulters and therefore companies should avoid delays in filing and notarization.

3. Seek Professional Assistance for Legal Compliance

Amending the AOA requires legal formalities. Companies are encouraged to work with the registered and certified lawyers or notary services in order to satisfy the legal requirements of the UAE.

You may want to know: Difference Between Memorandum of Association and Articles of Association

How Notary Public Dubai Can Help You

Amending the Articles of Association of a Public Joint Stock Company in the UAE is a legal procedure that is quite detailed and must be done with the proper rules. Notary Public Dubai provides legal services for all your amendment needs to make it a smooth and legal process.

Our services include:

• Expert Consultation: Helping you understand the legal consequences of the proposed amendments and confirming that they are legal and appropriate for use in the UAE.
• Document Preparation and Review: Help in drafting and review of the new AOA and other related documents to make sure that the information is correct and accurate.
• Notarization Services: Providing fast and efficient notarization of documents that are necessary in the amendment process.
• Regulatory Liaison: Communicating with the relevant authorities, including the SCA and the DED to get the approvals and registration.
• Ongoing Support: Offering assistance throughout the amendment process to solve any problems or questions that may occur.

Get legal compliance and hassle free changes from Notary Public Dubai today.