Non Standard Articles Of Association Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
Non-Standard Articles of Association are essential for companies requiring customized governance structures in the UAE while maintaining compliance with Federal Law No. 32 of 2021. This document is typically used when standard templates don't adequately address specific business needs, such as complex shareholding structures, unique management arrangements, or industry-specific requirements. It provides comprehensive coverage of company formation, governance, and operational procedures, incorporating both mandatory UAE legal requirements and customized provisions. The document is particularly relevant for companies with international shareholders, special industry regulations, or specific corporate governance needs that exceed standard memorandum requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Leadership

Risk Management

Corporate Affairs

Finance

Operations

Business Development

Shareholder Relations

Relevant Roles

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

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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