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Non Standard Articles Of Association
"Need to draft Non-Standard Articles of Association for a UAE-based technology startup planning to launch in March 2025, requiring specific provisions for intellectual property protection, employee share schemes, and multiple share classes for different investor categories."
1. Introduction and Company Name: Details of the company name in Arabic and English, legal form, and incorporation date
2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
3. Company Objects: Detailed description of permitted business activities and scope of operations
4. Share Capital and Shares: Details of authorized and issued share capital, types of shares, and share rights
5. Share Transfer and Dealing Restrictions: Rules and procedures for transferring shares and any restrictions on share dealings
6. Shareholders' Rights and Obligations: Comprehensive outline of shareholder rights, voting procedures, and obligations
7. General Assembly Meetings: Procedures for conducting general assembly meetings, voting mechanisms, and quorum requirements
8. Board of Directors: Composition, appointment, removal, powers, and duties of the board
9. Management and Representation: Management structure, authority levels, and company representation
10. Financial Matters: Financial year, accounts, auditing requirements, and dividend distribution
11. Dissolution and Liquidation: Procedures and circumstances for company dissolution and liquidation process
1. Preemptive Rights: Detailed procedures for share issuance and existing shareholders' rights, used when shareholders want enhanced protection
2. Tag-Along and Drag-Along Rights: Special share transfer provisions, included for companies with multiple shareholders or potential exit strategies
3. Executive Committee: Structure and powers of an executive committee, used in larger companies with complex management needs
4. Shareholders' Reserved Matters: List of decisions requiring special shareholder approval, used in companies with minority shareholder protection needs
5. Islamic Finance Compliance: Special provisions for Sharia compliance, used when the company operates under Islamic finance principles
6. Branch Offices: Provisions for establishing and managing branch offices, used when company plans geographic expansion
7. Intellectual Property Rights: Special provisions for IP ownership and protection, used in technology or brand-focused companies
1. Schedule 1 - Shareholders Information: Detailed list of shareholders, their shareholding percentages, and contact information
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and capital structure
3. Schedule 3 - Licensed Activities: Complete list of licensed business activities approved by relevant authorities
4. Schedule 4 - Board Resolution Templates: Standard templates for common board resolutions
5. Schedule 5 - Management Authority Matrix: Detailed matrix of management authority levels and approval requirements
6. Appendix A - Company Seal and Logo: Official company seal design and approved logo versions
7. Appendix B - Initial Directors: List of initial directors and their details
8. Appendix C - Special Resolutions: Format and procedures for special resolutions
Authors
Board
Business Day
Chairman
Company
Corporate Law
Director
Dirham
Encumbrance
Financial Year
General Assembly
License
Manager
Ministry
Ordinary Resolution
Register
Registrar
Secretary
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Territory
Transfer
UAE
Ultimate Beneficial Owner
Vice Chairman
Voting Rights
Working Hours
Annual General Meeting
Auditor
Board Meeting
Business Plan
Commercial License
Confidential Information
Corporate Seal
Dividend
Executive Committee
Founding Shareholder
Governance Rules
Head Office
Independent Director
Management
Memorandum
Notice
Proxy
Quorum
Related Party
Reserved Matters
Resolution
Definitions and Interpretation
Company Objects
Share Capital Structure
Share Classes and Rights
Share Transfer Restrictions
Share Issuance
Preemptive Rights
Share Certificates
Shareholders Register
Board Composition
Board Powers
Board Meetings
Board Committees
Management Authority
General Assembly Meetings
Voting Rights
Dividend Distribution
Reserved Matters
Financial Statements
Auditor Appointment
Corporate Records
Notices
Confidentiality
Non-Competition
Conflict Resolution
Amendment Procedures
Company Duration
Dissolution
Liquidation
Governing Law
Language
Shareholder Obligations
Tag-Along Rights
Drag-Along Rights
Related Party Transactions
Corporate Governance
Company Seal
Branch Offices
Power of Attorney
Technology
Manufacturing
Professional Services
Healthcare
Real Estate
Financial Services
Retail and Consumer
Energy and Resources
Education
Hospitality and Tourism
Construction
Media and Entertainment
Transportation and Logistics
Agriculture
Industrial
Legal
Corporate Governance
Compliance
Board Secretariat
Executive Leadership
Risk Management
Corporate Affairs
Finance
Operations
Business Development
Shareholder Relations
Chief Executive Officer
Chief Legal Officer
Company Secretary
Corporate Governance Director
Legal Counsel
Compliance Officer
Board Director
Managing Director
Chairman
Chief Financial Officer
Corporate Affairs Manager
Risk Management Officer
Business Development Director
Shareholders Relations Manager
Operations Director
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