Process of Amending Memorandum and Articles of Association UAE

Changes to a company’s memorandum of association or MOA can take effect through the passing of a special resolution during the meeting of shareholders. A company’s MOA can be changed; however, it takes an extensive and complex process. It is, therefore, essential to take the assistance of experts during the whole procedure. 

Memorandum of Association in UAE: Changing Company Name 

Changes to a company’s name can require its MOA to be changed through the passing of a distinct board resolution. In case the change affects its label or company structure, authorization from the government will be required. In the event that a company will change its name to one that bears some degree of resemblance to an already existing business, the name change may not be approved. 

Memorandum of Association in UAE: Changing the Company Address 

A company has to amend its memorandum of association if it will be transferring its registered office from an area or emirate to another. The usual reasons as to why a company would decide to change its address are the following:

  • To attain a company’s significant purpose through sophisticated means
  • In order to conduct business economically or professionally 
  • To develop the operations in its current location 
  • In order to manage existing objects or any of them 
  • Merge with another business
  • Sell a portion or the entire company 

Memorandum of Association in UAE: Changing Objects Clause 

Changes to a MOA’s object clause can take effect easily and with minimal fuss. But, changing the company’s MOA, specifically the objects clause in which it raised money from the general public will need a special resolution. A special resolution can be published in the local newspapers. 

Memorandum of Association in UAE: Changing the Liability Clause 

The liability clause in a MOA can be changed in order to make directors’ liability unlimited. A copy and original document of the special resolution have to filed with authorities.

Memorandum of Association in UAE: Changing the Capital Clause 

A business can change the capital clause through the passing of a resolution from a general meeting. The capital alternation can relate to”

  • Consolidation of shares 
  • Subdivision of shares 
  • Conversion of shares to stock

As soon as the resolution is passed, altered MOA has to be filed with the UAE regulatory board. 

Memorandum of Association in UAE: Changing the Authorized Capital 

A company that is looking for shares issuance has to check the company’ current authorized capital. This is to make sure that issuance is not in excess to the authorized capital amount. A company may need to increase its authorized capital. In such case, modifications have to be made to the memorandum of association. 

Amending Articles of Association in UAE 

A company can also amend specific articles in the articles of association through a special resolution. In such case, a company is obliged in submitting to the UAE authorities relevant documents as soon as resolution is passed. 

Read more: How To Draft A Memorandum Of Association For A Company

Registration of amended articles of association 

The special resolution for amending the articles of association of the company should be filed together with supporting documents such as:

  • Receipt of payment for registration of amended articles of association 
  • Amended AOA or articles of association
  • Certified translation of articles of association and board resolution in the Arabic language 

Take note: if the document was issued outside of the UAE, it has to be attested by the proper government departments. Call us here in Notary Public Dubai for more information regarding memorandum and articles of association.

Find more info: Difference Between Memorandum Of Association And Articles Of Association

Is a Memorandum of Association in UAE important?

 Yes. A MOA is a crucial document for companies as it’s a legal declaration for a company’s shareholders who may be limited by guarantee or shares. The document also provides crucial information on the intent of company owners to set up a company. The MOA of a company acts as the record for company membership, as well as financial liability of company administration toward the business. Every single member is required in subscribing or adding their name and personal details onto the document. 

UAE authorities make the information on a memorandum of association available for the public upon the incorporation of a business. 

What is the purpose of a company’s Articles of Association?

A company’s articles of association serve as its rulebook in running the business. The company members are required in complying to all provisions that are in the articles of association and do so at all times. It’s possible to make some changes to a company’s articles of association following the incorporation should the members see the need for change.  

Changes that are to be made in the legal paperwork of a company in UAE are to be reported to authorities. It’s highly recommended to allow experts handle the alteration and registration of changes.