How to Draft an Addendum to MOA for a Private Shareholding Company in UAE

A memorandum of association (MOA) is a legal document that defines the main objectives, activities, and structure of a company. It is one of the essential documents required for the incorporation and registration of a company in the UAE. Sometimes, a company may need to amend or modify some of the clauses in its MOA to reflect the changes in its business operations, name, capital, or legal form. In such cases, the company needs to draft an addendum to its MOA and file it with the relevant authorities for approval and registration.

What is an Addendum to MOA?

An addendum to MOA is a supplementary document that contains the details of the amendments or alterations made to the original MOA. It is usually attached to the MOA and forms part of the company’s constitution.

Why Do You Need an Addendum to MOA?

An addendum to MOA is an amendment or modification to any clause or provision in the original MOA. An addendum to MOA may be required for various reasons, such as:

  • Change of the company’s name.
  • Change of the company’s registered office.
  • Change of the company’s main object or objects.
  • Change of the company’s authorized share capital.
  • Change of the company’s legal form or category.
  • Change of the company’s liability or rights of the shareholders.
  • Change of the company’s management or board of directors.

Read more about: Memorandum Of Association For Sole Proprietorship In The UAE

How to Draft an Addendum to MOA?

The process of drafting an addendum to MOA depends on the type and extent of the amendments or alterations required. However, some general steps are as follows:

  1. Board Meeting and Resolution: Conduct a board meeting and pass a resolution to authorize the drafting of the addendum to MOA and appoint a person or a committee to prepare the draft.
  2. Drafting the Addendum: Prepare the draft of the addendum to MOA and include the following information:
    • The name and address of the company
    • The date and reference number of the original MOA
    • The details of the amendments or alterations made to the MOA, such as the clause number, the old text, and the new text
    • The signature of the authorized person or the committee
  1. Shareholders’ Approval:  The shareholders’ approval is an important step in amending the MOA, as it reflects their consent and agreement with the proposed changes. The shareholders’ approval may be obtained by passing a special resolution at a general meeting of shareholders
  2. Registration and Approval: File the addendum to MOA along with the required documents and fees with the Department of Economic Development (DED) or the relevant free zone authority for registration and approval. Some of the required documents are:
    • A copy of the original MOA and the addendum to MOA
    • A copy of the board resolution and the special resolution
    • A copy of the power of attorney or the board resolution authorizing the person or the committee to draft the addendum to MOA
    • A copy of the feasibility study for the company (if applicable)
    • A copy of the approval from the local authorities for the change of the company’s name or registered office (if applicable).
    • A copy of the CVs of the founders or the directors (if applicable).
  1. New Certificate: Obtain a new certificate of registration or incorporation from the DED or the relevant free zone authority, reflecting the amendments or alterations made to the MOA.

What are Some Examples of Addenda to MOA?

Here are some examples of clauses that may require an amendment in your original MOA:

  1. Name Clause: This clause requires modification if you decide to alter your company name.
  2. Registered Office Clause: This clause needs to be updated if you want to relocate your registered office address.
  3. Share Capital Clause: This clause has to be changed if you plan to adjust your authorized share capital, either increasing or decreasing it.
  4. Liability Clause: This clause should be revised if you intend to switch the liability status of any member, for example, from limited liability to unlimited liability or vice versa.
  5. Objects Clause: This clause must be amended if you wish to add or change any main business activity or objects that your company is allowed to do.

An addendum to MOA is a useful tool for a company to update its MOA and adapt to the changing business environment. However, drafting an addendum to MOA requires careful planning and compliance with the legal requirements and procedures. Therefore, it is advisable to seek the help of a professional lawyer or a corporate service provider to draft an addendum to MOA and register it with the authorities in the UAE.

You may want to know: Memorandum Of Association For Sole Proprietorship In The UAE

How to Amend Your MOA with Notary Public Dubai?

Are you looking for a reliable and trustworthy notary service in Dubai? Do you need to make changes to your company’s MOA, such as its name, objects, capital, or legal form? If so, you should contact Notary Public Dubai, the leading notary public firm in the UAE. Notary Public Dubai can provide you with expert drafting lawyers who can help you draft an addendum to your MOA in accordance with the UAE laws and regulations.

By drafting an addendum to the MOA, you can ensure that your company’s MOA reflects the current status and activities of your business. Our drafting lawyers can also help you with the attestation and registration of the addendum to the MOA with the relevant authorities, such as the Department of Economic Development (DED) or the Dubai Courts. Don’t delay, contact Notary Public Dubai today and get your MOA updated with ease and efficiency.