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Partnership Certificate Of Incorporation

Partnership Certificate Of Incorporation Template for United Arab Emirates

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Partnership Certificate Of Incorporation

I need a Partnership Certificate of Incorporation for a UAE-based technology consulting firm with three partners (two UAE nationals and one British national), with a planned launch date of March 1, 2025, and specific provisions for intellectual property rights and profit sharing.

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Document background
The Partnership Certificate of Incorporation is a mandatory document required when establishing a partnership business entity in the United Arab Emirates. It is issued pursuant to UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and serves as the constitutional document of the partnership. This document is essential when partners wish to formally establish their business relationship and obtain legal recognition for their partnership entity. It contains crucial information about the partnership structure, including partner details, capital contributions, profit-sharing arrangements, and management responsibilities. The certificate must be authenticated by the relevant authorities, including the Department of Economic Development and Notary Public, and forms part of the official business registration process in the UAE. It is a prerequisite for obtaining a trade license, opening corporate bank accounts, and conducting legitimate business operations within the UAE jurisdiction.
Suggested Sections

1. Partnership Details: Official name of the partnership, trade name if different, and registered office address

2. Partner Information: Complete details of all partners including names, nationalities, passport/Emirates ID numbers, and addresses

3. Business Activities: Detailed description of authorized business activities as per DED classification

4. Capital Structure: Total capital amount, capital distribution among partners, and form of capital contribution

5. Management Structure: Details of partnership management, including managing partners and their authorities

6. Profit and Loss Distribution: Agreement on how profits and losses will be shared among partners

7. Duration: Term of the partnership and conditions for renewal

8. Financial Year: Specification of the financial year and accounting period

9. General Provisions: Standard clauses required by UAE law including governing law and language

Optional Sections

1. Non-Competition Clause: Restrictions on partners engaging in competing businesses - include when partners have other business interests

2. Intellectual Property Rights: Provisions regarding ownership and use of IP - include when the partnership involves significant IP assets

3. Branch Offices: Provisions for establishing branch offices - include when business expansion is planned

4. Special Powers of Attorney: Details of any special powers granted to specific partners - include when certain partners need specific authorities

5. Dispute Resolution: Specific procedures for resolving partner disputes - include when partners want alternative dispute resolution mechanisms

6. Exit Provisions: Detailed procedures for partner exit - include when partners want specific exit mechanisms beyond standard law provisions

Suggested Schedules

1. Schedule 1: Partner Details: Detailed information about each partner including copies of identification documents

2. Schedule 2: Capital Contributions: Detailed breakdown of each partner's capital contribution including valuation of any in-kind contributions

3. Schedule 3: Business Activities: Complete list of licensed activities with DED codes

4. Schedule 4: Initial Asset Register: List of all assets transferred to the partnership at incorporation

5. Schedule 5: Specimen Signatures: Authorized signatures of all partners and key representatives

6. Appendix A: Trade License: Copy of initial trade license (to be attached upon issuance)

7. Appendix B: Commercial Registration: Copy of commercial registration certificate (to be attached upon issuance)

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

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alex.den.21@genieai.co
Clauses
Partnership Details
Partner Information
Capital Structure
Business Activities
Management Rights
Profit Distribution
Loss Allocation
Decision Making
Partner Obligations
Transfer of Shares
Termination
Duration
Confidentiality
Non-Competition
Financial Records
Partner Meetings
Dispute Resolution
Governing Law
Notices
Amendment Procedures
Partner Death
Partner Withdrawal
Business Name
Registered Office
Banking Arrangements
Accounting Records
Partner Representations
Partnership Assets
Third Party Rights
Severability
Relevant Industries

Professional Services

Trading

Manufacturing

Real Estate

Construction

Retail

Technology

Consulting

Healthcare

Education

Hospitality

Financial Services

Import/Export

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Operations

Administrative

Business Development

Risk Management

Corporate Affairs

Company Secretariat

Relevant Roles

CEO

Managing Director

Business Development Manager

Legal Counsel

Corporate Secretary

Compliance Officer

Chief Financial Officer

Partner

Managing Partner

Operations Director

Investment Manager

Business Owner

Company Formation Specialist

Corporate Governance Officer

Risk Manager

Administrative Director

Industries
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): The primary legislation governing company formation and operations in the UAE, including partnership structures, minimum capital requirements, and governance framework
UAE Federal Law No. 5 of 1985 (Civil Code): Contains general provisions regarding contracts and partnerships, including rights and obligations of partners
UAE Federal Law No. 4 of 2013: Regulates the UAE Central Bank and financial activities, relevant for partnerships engaging in financial services
UAE Cabinet Resolution No. 31 of 2019: Economic Substance Regulations that may affect partnerships, particularly regarding reporting requirements and substance criteria
UAE Federal Law No. 19 of 2018: Foreign Direct Investment Law that may affect partnership ownership structures and foreign investor rights
Department of Economic Development Regulations: Local regulations specific to the emirate where the partnership will be registered, including licensing requirements and local partner requirements
UAE Federal Law No. 2 of 2014: Small and Medium Enterprises (SME) Law, relevant for partnerships qualifying as SMEs
UAE Federal Law No. 8 of 2004: Financial Free Zones Law, applicable if the partnership is to be established in a financial free zone
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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