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Addendum To Articles Of Incorporation

Addendum To Articles Of Incorporation Template for United Arab Emirates

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Key Requirements PROMPT example:

Addendum To Articles Of Incorporation

"I need an Addendum to Articles of Incorporation for my UAE-based technology company to increase the share capital from AED 300,000 to AED 1,000,000 and add two new board members, with the changes to take effect from March 1, 2025."

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Document background
An Addendum to Articles of Incorporation is a crucial corporate document used in the United Arab Emirates when companies need to modify their foundational documents. This document type is essential when implementing changes to company structure, ownership, capital, or operations, and must comply with UAE Federal Commercial Companies Law No. 32 of 2021. The addendum requires careful preparation to ensure alignment with both federal and emirate-level regulations, and typically needs approval from the Department of Economic Development or relevant Free Zone Authority. It's particularly important in scenarios such as ownership transfers, capital restructuring, management changes, or updating business activities. The document must be executed in Arabic or bilingually (Arabic/English), and requires notarization and official registration to be legally effective in the UAE.
Suggested Sections

1. Introduction and Parties: Identifies the company name, commercial registration number, and all shareholders participating in the amendment

2. Background: References the original Articles of Incorporation, date of incorporation, and reason for the amendment

3. Definitions: Defines key terms used in the addendum, including references to the original Articles

4. Authority for Amendment: States the legal basis for making the amendment, including relevant shareholder resolutions

5. Amendments: Clearly states which articles are being amended, showing both original and new text

6. Effect of Amendments: Confirms when the amendments take effect and their impact on other provisions

7. Confirmation: Affirms that all other provisions of the original Articles remain unchanged

8. Governing Law: Confirms UAE law as governing law and relevant jurisdiction

9. Execution: Signature blocks for all required parties and attestation requirements

Optional Sections

1. Share Capital Changes: Required only if the amendment involves changes to share capital structure

2. Management Changes: Required when amendments affect board composition or management structure

3. Business Activities: Needed when modifying the company's licensed activities

4. Foreign Ownership Provisions: Required when amendments relate to foreign ownership structure

5. Branch Provisions: Needed when amendments relate to establishment or closure of branches

6. Power of Attorney: Optional section authorizing specific individuals to handle registration procedures

Suggested Schedules

1. Schedule 1 - Shareholder Resolution: Copy of the shareholder resolution approving the amendments

2. Schedule 2 - Amended Articles: Complete text of the amended articles in their final form

3. Schedule 3 - Supporting Documents: Copies of relevant regulatory approvals or permits

4. Appendix A - Comparison Table: Side-by-side comparison of original and amended provisions

5. Appendix B - Updated Ownership Structure: If relevant, detailed breakdown of new ownership structure

6. Appendix C - Authority Approvals: Copies of any required regulatory or government approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Healthcare

Retail

Professional Services

Construction

Energy

Hospitality

Trading

Education

Transportation

Media

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Management

Board Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Business Development

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Corporate Secretary

Compliance Officer

Chief Financial Officer

Board Director

Company Registrar

Legal Manager

Corporate Governance Officer

Shareholder Relations Manager

Risk Management Officer

Business Development Director

Operations Director

Industries
UAE Federal Decree-Law No. 32 of 2021 on Commercial Companies: The primary legislation governing company formation, structure, and amendments in the UAE. It provides the fundamental requirements for articles of incorporation and their modifications.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Provides general framework for commercial transactions and business operations in the UAE, which may affect certain provisions in the articles of incorporation.
UAE Federal Decree-Law No. 26 of 2020: Amends certain provisions of the Commercial Companies Law, particularly regarding foreign ownership restrictions, which might need to be reflected in the articles of incorporation.
Department of Economic Development (DED) Regulations: Local regulations specific to the emirate where the company is registered, governing business activities and licensing requirements.
UAE Federal Law No. 2 of 2015: Original Companies Law framework which, although superseded, may have grandfathered provisions still relevant to existing companies.
Relevant Free Zone Regulations: If the company is registered in a free zone, specific regulations of that free zone regarding company formation and amendments must be considered.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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