Memorandum of Association (MOA) Drafting and Notarization

A Memorandum of Association (MOA) is one of the core constitutional documents used for many companies in Dubai and across the UAE. It records key matters such as the company’s identity, business objects, ownership, capital and management arrangements.

The document must also meet the requirements of the company’s legal form and licensing jurisdiction. For companies governed by the UAE Commercial Companies Law, the MOA must be drafted in Arabic and properly attested and registered with the competent authority.

Businesses preparing a new MOA or revising an existing one can use our corporate legal document drafting services in Dubai to prepare the document for the applicable approval, signing and attestation process.

What Is a Memorandum of Association in the UAE?

A Memorandum of Association sets out fundamental information about a company and the relationship between its partners or shareholders. The exact contents depend on the legal form of the company.

For example, the UAE Commercial Companies Law requires the MOA of relevant company forms to address matters such as the company’s name, registered address, business objects, capital, partners, management powers and other prescribed terms.

An MOA should not, however, be described as a document required in exactly the same form for every UAE business. Requirements can differ between mainland companies, free-zone entities and different legal forms. A sole establishment, for example, should not automatically be treated as having the same MOA structure as a limited liability company.

What Is MOA Drafting, Typing and Attestation?

These terms are often used together, but they refer to different stages of preparing a company document.

MOA Drafting

Drafting involves preparing the substantive provisions of the Memorandum of Association. The document must reflect the company’s legal form, ownership, approved activities, capital and management structure.

Good drafting is particularly important where the MOA needs to define the powers of managers, profit and loss arrangements, transfer of shares or interests, or other rights between the partners.

MOA Typing or Document Preparation

MOA typing generally refers to preparing the required information in the document format or template used for the relevant company or authority. Typing alone is not the same as legal drafting, approval or attestation.

The information entered must remain consistent with the company’s trade name, approved activities, shareholder details, capital structure and any initial approvals already obtained.

MOA Attestation or Notarisation

Under Article 14 of Federal Decree-Law No. 32 of 2021 on Commercial Companies, the MOA of a company governed by the law, and any amendment to it, must be drafted in Arabic and attested by the Competent Authority.

The law allows the Competent Authority to carry out attestation in person or by electronic signature according to its procedures. Attestation before a Notary Public applies in cases determined by the Competent Authority.

For that reason, it is more accurate to check the procedure applicable to the particular company and transaction rather than assume that every MOA follows an identical notarial process.

Does an MOA Need to Be Notarised in Dubai?

An MOA requiring attestation must complete the procedure prescribed by the relevant competent authority. Depending on the company type and transaction, this may involve the competent licensing authority, a Notary Public or an approved electronic process.

Dubai Courts’ notarial services include attestation of contracts and meeting minutes and provide for verification of the parties or their authorised representatives, their legal capacity and the documents supporting the transaction.

Where notarial attestation is required, the applicants may also need initial approval from the competent authority and supporting corporate documents.

It is therefore better to distinguish between the legal requirement for attestation and a particular transaction being completed specifically through a Notary Public.

Notarisation, Attestation, Authentication and Legalisation

These terms are related but are not interchangeable.

This distinction becomes particularly important where a foreign shareholder or overseas corporate document is involved.

What Information Should a UAE MOA Include?

The required provisions vary according to the company’s legal form. For an LLC and other company forms governed by the Commercial Companies Law, relevant information may include:

• the names and details of the partners;
• the company’s name and legal form;
• the company’s headquarters and branches, where applicable;
• the objects or approved activities of the company;
• the company’s capital and each partner’s contribution;
• management arrangements and authorised signatories;
• the extent of management powers;
• the company’s financial year;
• profit and loss sharing arrangements;
• conditions governing the transfer or assignment of interests, where applicable; and
• other provisions required for the particular company form.

The exact requirements should be checked against the applicable company law and the competent authority’s incorporation or amendment requirements.

For a more detailed explanation, see the main clauses of a Memorandum of Association.

Why Is the MOA Important?

The MOA provides an important legal reference for the company, its partners and relevant authorities. Among other things, it can:

• record the ownership and capital structure;
• define the company’s objects and approved scope of activity;
• identify management and authorised-signatory powers;
• record profit and loss arrangements where applicable;
• set rules relevant to transfers of interests or shares; and
• help determine whether particular company actions fall within the authority given by its constitutional documents.

The MOA itself should not be treated as the only document governing every corporate matter. The company’s legal form, applicable law, licensing requirements, resolutions and any other constitutional documents may also be relevant.

Arabic Language and Registration Requirements

Article 14 of the UAE Commercial Companies Law requires an MOA governed by the law, and any amendment to it, to be drafted in Arabic. A foreign-language version may also be prepared, but where there is a difference, the Arabic version prevails in the UAE.

Attestation is not the final step. Under Article 15, the MOA and any amendments become effective after registration in the commercial register with the Competent Authority.

If the MOA is not registered as required, it generally has no legal effect against third parties. Where only a particular registrable item has not been registered, that item has no effect against third parties.

Who May Need MOA Drafting or Amendment?

MOA drafting or amendment may be required when establishing an eligible company or when an existing company undergoes a change that affects its constitutional terms.

Common examples include:

• incorporating a limited liability company or another company form requiring an MOA;
• adding or removing a partner or shareholder;
• transferring ownership interests;
• increasing or reducing capital;
• changing the company name;
• changing or adding business activities;
• changing management powers or authorised signatories;
• changing the company’s legal form; or
• making another amendment that must be reflected in the registered MOA.

Existing companies making changes can also review how an addendum to a Memorandum of Association is used to record amendments.

Documents Commonly Required for MOA Preparation and Attestation

The required documents vary according to the company, legal form, authority and transaction. Common documents may include:

• Emirates ID or passport details of the relevant parties;
• trade name reservation or initial approval for a new company;
• an existing trade licence for an established company;
• approved business activities;
• ownership and capital details;
• the draft MOA or amendment;
• documents proving the authority of a representative;
• a Power of Attorney where a party is represented;
• corporate resolutions or other approvals where applicable; and
• supporting documents required by the competent licensing authority.

Dubai Courts’ notarial procedures also require evidence establishing the identity and authority of a representative where someone signs on behalf of another party.

Foreign Corporate Documents

Where supporting documents originate outside the UAE, additional formalities may apply before they can be relied upon in Dubai. Depending on the document and country of issue, this can include foreign authentication or legalisation, UAE diplomatic or Ministry of Foreign Affairs attestation, and legal translation into Arabic.

Dubai Courts states that foreign documents submitted for relevant notarial transactions must be duly attested through the applicable official channels and translated into Arabic through an approved legal translation process.

MOA Drafting and Attestation Process in Dubai

The exact process varies, but it generally involves the following stages:

1. Confirm the Company Type and Jurisdiction

First determine the legal form of the company and whether it is a mainland, free-zone or other regulated entity. This determines which rules, authority and constitutional-document requirements apply.

2. Obtain the Required Initial Approvals

The trade name, activities, shareholders and other company information may need approval before the final MOA can be completed.

3. Draft the MOA

The MOA is prepared to reflect the approved company details, ownership, capital, objects, management arrangements and other required provisions.

Where appropriate, an Arabic or bilingual document is prepared. For an MOA subject to Article 14 of the Commercial Companies Law, Arabic is mandatory and the Arabic text prevails in the UAE.

4. Complete the Applicable Attestation Procedure

The parties or their properly authorised representatives complete the attestation procedure prescribed by the competent authority. Depending on the transaction, this may involve electronic attestation or a Notary Public.

5. Register the MOA

The completed MOA or amendment must then be registered in the commercial register with the relevant Competent Authority where required.

Can an MOA Be Amended Later?

Yes. A company can amend its MOA when the required corporate approvals and applicable regulatory procedures are followed.

For example, under the Commercial Companies Law, an LLC’s MOA generally cannot be amended, nor its capital increased or reduced, unless approved by partners holding at least three-quarters of the shares represented at the General Assembly meeting, subject to the company’s MOA and applicable law.

The amendment must then satisfy the applicable attestation and registration requirements. Different rules can apply to other company forms.

Objects Clause in a Memorandum of Association

The objects or activities stated in an MOA help define what the company is established to undertake. The wording should therefore correspond with the activities approved by the relevant licensing and regulatory authorities.

Companies in regulated sectors or carrying out several related activities may require more careful drafting. For an industry-specific example, see our guide to the MOA objects clause for UAE real estate and construction companies.

Risks of Incorrect MOA Drafting

Errors or inconsistencies in an MOA can create practical and legal problems. Depending on the issue, they may result in:

• delays in incorporation or amendment approval;
• requests from the authority for corrections or additional documents;
• inconsistency between the MOA and the company’s licence or approved activities;
• uncertainty over management or authorised-signatory powers;
• problems recording ownership or capital changes; or
• greater scope for disputes between partners.

Careful drafting reduces these risks, but an MOA should not be described as guaranteeing that disputes or litigation will never arise.

How Much Does MOA Drafting and Attestation Cost?

There is no single cost applicable to every MOA transaction. The total can depend on the company type, number of parties, nature of the transaction, drafting requirements, translation, value stated in the document, authority fees and whether foreign documents require additional attestation.

The applicable requirements and fees should therefore be confirmed for the particular transaction before filing.

Get Assistance With Your MOA in Dubai

If you are incorporating a company or amending an existing Memorandum of Association, our team can assist with document review and drafting and coordinate the applicable signing, attestation and registration requirements.

Speak to our document drafting team about the company type and amendment or transaction you need to complete.

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