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Limited Liability Company Articles Of Organization

Limited Liability Company Articles Of Organization Template for United Arab Emirates

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Key Requirements PROMPT example:

Limited Liability Company Articles Of Organization

"I need UAE Limited Liability Company Articles of Organization drafted for a tech startup with three international shareholders (from UK, Singapore, and India) planning to establish operations in Dubai Internet City by March 2025, with specific provisions for future funding rounds and employee stock options."

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Document background
The Limited Liability Company Articles of Organization is a mandatory document required for establishing an LLC in the United Arab Emirates. It must be prepared and filed when incorporating a company under UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and its amendments. This document serves as the company's constitution, detailing essential aspects such as ownership structure, management framework, capital requirements, and operational procedures. It's particularly crucial in the UAE context as it must comply with specific local requirements, including provisions for local ownership (if applicable), management structure, and corporate governance. The document is typically prepared during the company formation phase and requires approval from the Department of Economic Development in the relevant emirate.
Suggested Sections

1. Introduction and Parties: Identifies the founding shareholders/partners establishing the LLC, including their full names, nationalities, and addresses

2. Definitions and Interpretation: Defines key terms used throughout the Articles and establishes rules for document interpretation

3. Company Name and Trade Name: Specifies the company's legal name in Arabic and English, and any trade names to be used

4. Legal Form: Declares the company's form as a Limited Liability Company subject to UAE law

5. Company Objectives: Details the business activities the company is licensed to conduct

6. Principal Office: States the location of the company's registered office and branches (if any)

7. Duration: Specifies the term of the company's existence (usually indefinite)

8. Share Capital: Details the company's capital structure, value of shares, and distribution among partners

9. Share Transfer Provisions: Establishes procedures and restrictions for transferring shares

10. Management Structure: Defines the management framework, including appointment of managers and their powers

11. Partners' Meetings: Outlines procedures for conducting partner meetings and voting requirements

12. Financial Affairs: Covers fiscal year, accounts, auditing requirements, and profit distribution

13. Dissolution and Liquidation: Specifies conditions and procedures for company dissolution

Optional Sections

1. Pre-emptive Rights: Additional provisions detailing shareholders' rights to purchase shares before they can be sold to third parties

2. Tag-Along Rights: Provisions protecting minority shareholders in case of majority stake sale

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

4. Non-Competition: Restrictions on partners' involvement in competing businesses

5. Deadlock Resolution: Procedures for resolving disputes between equal shareholders

6. Reserved Matters: List of decisions requiring special majority or unanimous approval

7. Intellectual Property Rights: Provisions regarding ownership and use of company IP

8. Branch Offices: Provisions for establishing and managing branch offices

Suggested Schedules

1. Schedule 1 - Details of Partners: Comprehensive information about all partners including contact details and share allocation

2. Schedule 2 - Licensed Activities: Detailed list of approved business activities with respective license codes

3. Schedule 3 - Initial Directors/Managers: Details of appointed managers including powers and limitations

4. Schedule 4 - Share Capital Distribution: Detailed breakdown of capital contributions and share allocation

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

6. Appendix A - Shareholders' Resolution Template: Standard format for recording shareholders' resolutions

7. Appendix B - Share Transfer Form: Template for documenting share transfers between parties

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 legal definitions
Articles
Authority
Board
Business Day
Capital
Chairman
Company
Companies Law
Confidential Information
Department of Economic Development
Directors
Electronic Means
Encumbrance
Financial Year
General Assembly
General Manager
Governmental Authority
License
Manager
Meeting
Members
Memorandum
Ministry
Officers
Ordinary Resolution
Partners
Partnership Agreement
Registered Office
Register of Members
Related Party
Resolution
Secretary
Share
Shareholder
Share Capital
Special Resolution
Subsidiary
Territory
Trade License
Trade Name
Transfer
UAE
UAE Dirham
Voting Rights
Working Hours
Clauses
Company Formation
Company Name and Trade Name
Legal Status
Registered Office
Company Objects
Duration
Share Capital
Share Transfer
Share Valuation
Pre-emptive Rights
Management Structure
Powers of Management
Appointment and Removal of Managers
General Assembly Meetings
Voting Rights
Reserved Matters
Capital Increase
Capital Reduction
Financial Statements
Audit Requirements
Profit Distribution
Statutory Reserve
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Confidentiality
Non-Competition
Dispute Resolution
Amendments
Notices
Corporate Governance
Decision Making
Partner Obligations
Management Duties
Accounting Records
Business Activities
Branch Offices
Power of Attorney
Deadlock Resolution
Exit Provisions
Dissolution
Liquidation
Governing Law
Jurisdiction
Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Real Estate

Construction

Healthcare

Education

Hospitality

Trading

Consulting

Financial Services

Logistics

Media and Entertainment

Food and Beverage

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Operations

Risk Management

Corporate Affairs

Business Development

Administrative

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Secretary

Chief Financial Officer

Compliance Officer

Business Development Manager

Operations Director

Risk Manager

Board Member

Company Director

Shareholder Relations Manager

Corporate Governance Officer

General Manager

Head of Legal

Industries
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): The primary legislation governing company formation and operation in the UAE, including specific provisions for LLCs regarding capital requirements, shareholder rights, and management structure
Federal Law No. 26 of 2020: Important amendment to the Commercial Companies Law that allows 100% foreign ownership of mainland companies and updates corporate governance requirements
UAE Federal Law No. 17 of 2004 (Commercial Concealment Law): Addresses regulations regarding nominee arrangements and partnership structures between UAE nationals and foreign investors
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for establishing business activities and ensuring compliance with competition regulations
Department of Economic Development Regulations: Specific licensing requirements and business activity regulations that vary by emirate
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business operations, relevant for defining company activities
UAE Labor Law (Federal Law No. 8 of 1980): Relevant for articles relating to employment and management positions within the company
UAE Federal Law No. 19 of 2018 (Foreign Direct Investment Law): Provides framework for foreign investment and ownership in UAE companies
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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