A memorandum of association (MOA) is a legal document that defines the basic structure, objectives, and activities of a company in the UAE. It is one of the documents required for the incorporation of a company, along with the articles of association (AOA) and the trade license.
An addendum to memorandum of association is a part of the MOA that modifies or adds to the existing clauses of the MOA. An addendum to MOA is also known as an amendment or an alteration to MOA. It is usually drafted by a corporate lawyer or an expert in UAE company law. The process and requirements for drafting and registering an addendum to MOA may vary depending on the type and location of the company, such as mainland, free zone, or offshore. Some changes may require the approval of the shareholders, the board of directors, the DED, or other authorities.
Reasons for Addendum to MOA
There are several scenarios that may require a company to draft an addendum to its MOA, such as:
- Change of name: A company may want to change its name for branding, marketing, or strategic purposes. A change of name requires an amendment to the name clause of the MOA and approval from the Department of Economic Development (DED) in the UAE.
- Change of registered office: A company may want to relocate its registered office to another jurisdiction within the UAE or outside the UAE. A change of registered office requires an amendment to the registered office clause of the MOA and approval from the relevant authorities in the UAE.
- Change of business activities: A company may want to expand, diversify, or alter its business activities to adapt to the market demand, customer preferences, or regulatory requirements. A change of business activities requires an amendment to the objects clause of the MOA and approval from the relevant authorities in the UAE.
- Change of legal form: A company may want to change its legal form from a private shareholding company to another type of company, such as a public shareholding company, a limited liability company, or a free zone company. A change of legal form requires an amendment to the legal form clause of the MOA and approval from the relevant authorities in the UAE.
- Change of share capital: A company may want to increase or decrease its share capital to raise funds, distribute profits, or restructure its ownership. A change of share capital requires an amendment to the capital clause of the MOA and approval from the relevant authorities in the UAE.
Documents Required for Addendum to MOA for Private Shareholding Company in UAE
Some of the documents required for an addendum to the MOA for a private shareholding company in UAE are: ‘
- A copy of the original MOA and the addendum to the
- A copy of the board resolution and the special resolution approving the addendum to the
- A copy of the power of attorney or the board resolution authorizing the person or the committee to draft the addendum to the
- A copy of the company’s trade license and registration certificate.
- A copy of the passport and visa of the shareholder(s) and the authorized person or the committee.
- Any other relevant document(s) as required.
The addendum to MOA must be filed with the Department of Economic Development (DED) or the relevant free zone authority for registration and approval. The process may vary depending on the type and extent of the amendments or alterations made to the MOA.
You may want to know: Memorandum of Association For Sole Proprietorship in the UAE
Process for Addendum to MOA
The process for drafting and registering an addendum to MOA in the UAE involves the following steps:
- Convene a board meeting: The board of directors of the company must convene a meeting to discuss and approve the proposed changes to the MOA. The board must pass a resolution to authorize the drafting of the addendum to MOA and the filing of the necessary documents with the authorities.
- Convene a general meeting: The shareholders of the company must convene a general meeting to ratify the board resolution and approve the addendum to MOA. The shareholders of the company must give at least 21 days’ notice to convene a general meeting to ratify the board resolution and approve the addendum to MOA.
- Draft the addendum to MOA: The Company must draft the addendum to MOA in accordance with the applicable laws and regulations in the UAE. The addendum must clearly state the existing and amended clauses of the MOA and the date of effect. The addendum must be signed by the authorized representatives of the company and attested by a notary public.
- File the addendum to MOA: The Company must file the addendum to MOA with the DED or the relevant authority in the UAE, depending on the jurisdiction and legal form of the company. The company must also submit the board resolution, the special resolution, the original MOA, and any other required documents and fees.
- Obtain the certificate of amendment: The DED or the relevant authority will review the addendum to MOA and the supporting documents and issue a certificate of amendment to the MOA. The certificate of amendment will certify the registration of the addendum and the validity of the amended MOA.
Why you need a Professional Drafting Lawyer to Notarize your Addendum to Memorandum of Association
If you need to draft and register an addendum to your memorandum of association, you may want to consult a professional drafting lawyer who can assist you with the following:
- Reviewing your existing memorandum of association and identifying the required changes
- Drafting the addendum to memorandum of association in accordance with the applicable laws and regulations in the UAE
- Obtaining the necessary approvals from the the relevant authorities
- Notarizing the addendum to memorandum of association and obtaining the certificate of amendment.
Notary Public Dubai is a trusted and reliable notary service provider that offers a wide range of notary services, including drafting and notarizing addendums to memorandum of association. Contact us today to get an initial consultation for your notary needs.
An addendum to memorandum of association is a document that modifies or adds to the existing clauses of the MOA of a company. It is a legal document that must comply with the applicable laws and regulations in the UAE and must be approved by the relevant authorities. Therefore, it is advisable to consult a drafting lawyer before making any changes to the MOA of a company.
Disclaimer: The information contained in this article is for general information purposes only and does not constitute legal advice. Readers are advised to seek professional legal counsel before taking any action based on the information in this article.
Syed Hassan Ali has an experience of 13 years and is highly specialized in providing legal consulting for all types of notary requirements. By utilizing his diverse and deep knowledge, he has consistently aided individuals and organizations in finding flexible and timely solutions.