Certificate Of Incorporation And Memorandum And Articles Of Association Template for United Arab Emirates

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Certificate Of Incorporation And Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Certificate Of Incorporation And Memorandum And Articles Of Association

"I need a Certificate of Incorporation and Memorandum and Articles of Association for a mainland UAE LLC with two shareholders (51% local/49% foreign ownership) to be established in Dubai by March 2025, focusing on technology consulting services."

Document background
The Certificate of Incorporation and Memorandum and Articles of Association are fundamental documents required for establishing any company in the United Arab Emirates. These documents are mandated by UAE Federal Decree-Law No. 32 of 2021 and must be prepared at the time of company formation. They serve multiple crucial purposes: officially registering the company with authorities, establishing its legal personality, defining its objectives and activities, structuring its share capital, and setting out the rules for its governance and operations. The documents must be prepared in both Arabic and English, and require approval from various UAE authorities depending on the company type and jurisdiction (mainland or free zone). They form the constitutional foundation of the company and are frequently referenced throughout its lifetime for matters relating to corporate governance, shareholder rights, and regulatory compliance.
Suggested Sections

1. Certificate Details: Official registration details including company name, registration number, date of incorporation, and legal form

2. Company Name and Legal Form: Full legal name of the company in English and Arabic, and its type (LLC, PJSC, etc.)

3. Registered Office: Official registered address of the company in the UAE

4. Company Objects: Detailed description of permitted business activities and scope

5. Share Capital: Details of authorized and issued share capital, including value and number of shares

6. Shareholders: Identity of founding shareholders and their respective shareholdings

7. Board of Directors: Composition, appointment, removal, and powers of the board

8. General Meetings: Procedures for conducting shareholder meetings and voting rights

9. Financial Year and Accounts: Provisions regarding financial year, accounts, and auditing requirements

10. Distribution of Profits: Rules governing dividend distribution and creation of reserves

11. Transfer of Shares: Procedures and restrictions on share transfers

12. Dissolution and Liquidation: Circumstances and procedures for company dissolution

Optional Sections

1. Pre-emptive Rights: Additional provisions for shareholders' rights to purchase new shares, typically included for private companies

2. Tag-Along Rights: Minority shareholder protection provisions, recommended for companies with multiple shareholders

3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sale of shares

4. Management Structure: Detailed management provisions for companies opting for specific management structures beyond standard board arrangements

5. Executive Committee: Provisions for companies establishing an executive committee separate from the board

6. Shareholder Reserved Matters: List of decisions requiring special shareholder approval, recommended for companies with complex ownership structures

7. Foreign Ownership Provisions: Special provisions for companies with foreign shareholders, required only if applicable

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Detailed information about shareholders including full names, nationalities, and shareholding percentages

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

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

4. Schedule 4 - Initial Directors: Details of first appointed directors including full names, nationalities, and passport numbers

5. Schedule 5 - Power of Attorney: Standard form of power of attorney for company representatives

6. Appendix A - Shareholder Resolutions: Format and templates for shareholder resolutions

7. Appendix B - Board Resolutions: Format and templates for board resolutions

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

All Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Construction

Tourism and Hospitality

Energy

Transportation and Logistics

Media and Entertainment

Education

Agriculture

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Shareholder Relations

Corporate Affairs

Risk Management

Finance

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Legal Officer

Corporate Governance Officer

Shareholder Relations Manager

Business Development Manager

Risk Manager

Chief Financial Officer

Corporate Affairs Director

Company Registrar

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

Find the exact document you need

Articles Of Association For Company Limited By Guarantee

UAE Articles of Association for a Company Limited by Guarantee, establishing a non-profit entity's governance structure and operational framework under UAE law.

find out more

Certificate Of Incorporation And Memorandum And Articles Of Association

UAE company incorporation and constitutional documents establishing legal existence and internal governance framework under Federal Decree-Law No. 32 of 2021.

find out more

Business Articles Of Association

A foundational corporate document under UAE law that establishes the company's internal regulations and governance structure.

find out more

Articles Of Association For Sole Proprietorship

A legal document under UAE law that establishes and governs the structure and operations of a sole proprietorship business in the UAE.

find out more

Articles Of Association For Nonprofit Organization

A foundational document establishing the governance and operational framework for a nonprofit organization under UAE law.

find out more

Certificate Of Incorporation Memorandum And Articles Of Association

A foundational legal document establishing a company's existence and governance structure under UAE law, combining the Certificate of Incorporation with Memorandum and Articles of Association.

find out more

By Laws Articles Of Association

UAE Articles of Association document establishing company governance structure and operational framework under UAE Federal Law.

find out more

Articles Of Association Of One Person Company

UAE Articles of Association document establishing and governing a One Person Company under Federal Decree-Law No. 32 of 2021.

find out more

Articles Of Association And Shareholders Agreement

A UAE-governed foundational document that establishes company structure and shareholder relationships, combining Articles of Association and Shareholders Agreement requirements under UAE law.

find out more

Memorandum And Articles Of Association Of General Trading Company

A foundational legal document establishing and governing a General Trading Company's structure and operations in the UAE, compliant with UAE Federal Law No. 2 of 2015.

find out more

Memorandum And Articles Of Association Of A Cleaning Company

UAE-governed constitutional document establishing the legal framework and operational structure for a cleaning services company.

find out more

Memorandum And Articles Of Association For Sole Proprietorship

A foundational legal document establishing and governing a sole proprietorship business entity under UAE law and commercial regulations.

find out more

Deed Of Association

A foundational legal document under UAE law that establishes a company's structure, ownership, and operational framework.

find out more

Company Memorandum And Articles Of Association

UAE company constitution document establishing legal framework and operational guidelines under UAE Commercial Companies Law.

find out more

Memorandum Of Association Of Trading Company

A UAE-compliant legal document establishing a trading company's structure, ownership, and operational framework under Federal Law No. 32 of 2021.

find out more

Memorandum Of Association Of Investment Company

A constitutional document establishing an investment company's structure and operations under UAE law, defining shareholder rights and investment parameters.

find out more

Memorandum Of Association And Bye Laws

A foundational corporate document establishing a company's legal structure and operational framework under UAE law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.