By Laws Articles Of Association Template for United Arab Emirates

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Key Requirements PROMPT example:

By Laws Articles Of Association

"I need Articles of Association for a UAE mainland LLC with two corporate shareholders (60-40 split) to be established in March 2025, including specific provisions for technology licensing and intellectual property rights between the shareholders."

Document background
By Laws Articles of Association are fundamental to company establishment in the UAE, required under Federal Decree-Law No. 32 of 2021. This document is mandatory when incorporating any company in the UAE, whether in mainland or free zones, and must be prepared before company registration with the Department of Economic Development or relevant free zone authority. The Articles detail the company's internal governance structure, shareholding arrangements, management framework, and operational procedures. They serve as a binding agreement between shareholders and the company, establishing rights, obligations, and decision-making processes. The document must comply with UAE commercial law requirements and needs to be notarized and authenticated by relevant authorities. It forms part of the company's constitutional documents and is referenced for all major corporate decisions and disputes.
Suggested Sections

1. Introduction: Company name, legal form, and founding shareholders

2. Definitions and Interpretation: Key terms used throughout the document and rules of interpretation

3. Company Name and Form: Official company name in Arabic and English, legal structure (LLC, PJSC, etc.)

4. Head Office and Branches: Location of registered office and provisions for establishing branches

5. Company Objectives: Detailed list of business activities the company is authorized to conduct

6. Duration: Term of the company's existence and renewal provisions

7. Share Capital: Amount of capital, number and types of shares, nominal value

8. Share Transfer and Ownership: Rules governing transfer of shares, pre-emptive rights, and ownership restrictions

9. Management Structure: Governance framework including board composition and management authority

10. Shareholders Meetings: Procedures for general assemblies, voting rights, and quorum requirements

11. Financial Year and Accounts: Financial year definition, accounting requirements, and audit provisions

12. Profit Distribution: Rules for allocation and distribution of profits and losses

13. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation

Optional Sections

1. Shareholder Reserved Matters: List of decisions requiring special shareholder approval, used in companies with complex ownership structures

2. Tag Along and Drag Along Rights: Special share transfer provisions, typically used in companies with institutional investors

3. Board Committees: Structure and authority of specialized committees, used in larger companies or those with complex operations

4. Dividend Policy: Detailed dividend distribution rules, used when shareholders want specific dividend arrangements

5. Non-Competition: Restrictions on shareholders' competing activities, used when shareholders are active in similar businesses

6. Deadlock Resolution: Procedures for resolving shareholder disputes, important for 50/50 joint ventures

7. Share Valuation: Methods for determining share value in transfers, useful for private companies

8. Islamic Finance Compliance: Provisions ensuring Sharia compliance, used for Islamic financial institutions or Sharia-compliant businesses

Suggested Schedules

1. Schedule 1 - Details of Shareholders: List of founding shareholders with their share ownership and contact details

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and ownership percentages

3. Schedule 3 - Licensed Activities: Complete list of licensed business activities with respective activity codes

4. Schedule 4 - Board and Management Structure: Details of initial board members and key management positions

5. Schedule 5 - Powers of Attorney: Standard forms of power of attorney for company representatives

6. Appendix A - Shareholder Resolution Templates: Standard formats for shareholder resolutions

7. Appendix B - Share Transfer Forms: Template documents for share transfers

8. Appendix C - Corporate Governance Guidelines: Detailed corporate governance procedures and policies

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Professional Services

Construction

Energy

Transportation

Hospitality

Education

Media and Entertainment

Trading

Industrial

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Affairs

Board Secretariat

Risk Management

Finance

Executive Management

Shareholder Relations

Operations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Manager

Board Director

Managing Director

Chief Financial Officer

Corporate Affairs Manager

Shareholder Relations Manager

Risk Management Officer

General Counsel

Operations Director

Industries
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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