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memorandum of association Translation

A Memorandum of association is a document required by the official authority when forming a company. The memorandum of association should include the company name, objective, headquarters, and distribution of shares. In UAE, it is mandatory to draft and notarize a memorandum of association when forming a limited liability company.

Memorandum of association to be notarized before the notary public should be in Arabic.  In case the foreigner is of any nationality other than Arab countries or if the Non-Arab partner does not understand Arabic, then the memorandum of association should be drafted in Arabic and English and stamped by a legal translator duly authorized by the UAE Ministry of Justice. At Index legal translation we provide drafting and translation services of memorandum of association.

Below are the most common articles contained in any memorandum of association

(1) Company term: One year from the date of registration in the Commercial Register, and may be extended or shortened by a decision issued by the Extraordinary General Assembly of the partners.

(2) The head office of the company shall be in the Emirate of Abu Dhabi, and the manager may, establish a branch or branches of the Company within the United Arab Emirates or abroad. In case he wishes to transfer the head office to another Emirate, it shall be based on a decision issued by the Extraordinary General Assembly of the partners.

(3) The company’s capital shall be determined with an amount AED 150,000 (One hundred and fifty thousand) divided into (100 shares), the value of each share one thousand and five hundred Dirhams (AED 1500) distributed among the partners as follows:

Partner Shares Value Percentage
The First Partner 51 76,500 51%
The Second Partner 49 73,500 49%

The shareholders declare that the shares are just cash shares deposited with the bank.

(4) The capital may be increased once or more, whether by issuing new shares or by transferring the free reserve capital to shares, as per the Resolution of The extra- ordinary general assembly.

(5) A special registry shall be maintained at the headquarter of the company and shall include the following:

  • Names, nationalities and residence of partners.
  • Number of shares owned by each partner and the amount he paid.
  • Cases of transfer and assignment of shares and date, assignee, assignor shall be stated and also the signature of the manager and the person to whom the share is given in cases of succession.

 

(6) The invitation for the general assembly meeting shall be made through registered notices sent to each partner at least 21 days before the meeting and the notice shall include the agenda of the meeting, place and date.

(7) The annual net profits shall be computed after deducting other expenses and costs and 10% as legal reserve as per article 255 of the law. This deduction shall stop when the provisions reached up to half of the capital and deductions shall be resumed whenever the provisions decreased from that ratio.

 

At Index Legal Translation, we have the experience to draft and translate the memorandum of association pursuant to the new commercial companies law No (2) of 2015.

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