Starting a new business setup in Dubai is exciting, but it involves navigating various legal requirements.
One crucial document you’ll encounter is the Memorandum of Association (MOA) in UAE. This guide explains what a Memorandum of Association is, why it’s important for setting up a business in Dubai, and how to draft one.
We’ll also cover key clauses to include, the steps to get your MOA notarized, and how to leverage professional help for a smooth company formation in Dubai.
By the end, you’ll understand how the MOA fits into business formation in Dubai and be ready to move forward confidently with your business registration in Dubai.
Key Takeaways
- The Memorandum of Association (MOA) in UAE is a mandatory legal document for incorporating a new company.
It outlines the company’s name, business activities, structure, and the relationship between partners/shareholders.
Without an MOA, you cannot complete a new company formation in Dubai or obtain a trade license.
- The MOA defines essential details and rules for your business, including each partner’s ownership share, roles, profit-sharing arrangement, and management powers.
This clarity helps prevent disputes and ensures all founders understand their rights and obligations from the start.
- Drafting the MOA requires compliance with UAE laws and regulations. For example, the MOA must be written in Arabic and notarized by a public notary in Dubai.
It is one of the basic documents for business registration in Dubai, reviewed by authorities when issuing your company’s license.
- Whether you choose a Dubai mainland setup or a free zone company, an MOA (or equivalent founding document) is required.
Free zones provide standard MOA templates, while mainland companies follow the Department of Economy’s format – but in both cases, the content must capture your specific business details and adhere to UAE company law.
- Professional assistance can streamline the MOA drafting and company setup process.
Many entrepreneurs hire business setup consultants in Dubai to handle MOA preparation, notarization, license applications, and other PRO services, ensuring all commercial, informational, and transactional aspects are covered efficiently.
What is a Memorandum of Association (MOA) in UAE?
A Memorandum of Association (MOA) in UAE is a legal document required to incorporate a company in the United Arab Emirates. In simple terms, it’s the founding contract of your company.
The MOA is signed by all founding partners or shareholders and outlines the company’s identity, purpose, and internal governance structure. It defines the relationship between the business and the outside world and among the partners themselves.
Crucially, the MOA is one of the basic requirements for officially registering a company in the UAE – without it, a company cannot legally operate.
Key points about the MOA include:
- Legal necessity: UAE law mandates an MOA for most company types (e.g. LLCs, private and public companies) as part of the business license in Dubai or any emirate.
(In contrast, a sole proprietorship doesn’t have an MOA; it uses a Local Service Agent agreement instead.)
- Language and format: The MOA must be in Arabic (or bilingual with Arabic) and signed before a notary public to be valid. The notarized Arabic text is the legally binding version in Dubai.
- Founding agreement: It acts as a contract among the initial shareholders, specifying their agreement to form the company and abide by its terms.
Whether you are doing a company setup in Dubai mainland or establishing in a free zone, the MOA is a foundational document you will need to prepare as part of new company formation in Dubai.
Even free zone authorities (for example, in a business setup in DMCC Dubai) require an MOA or similar incorporation document as part of the registration process, often using standard templates and then notarizing them.
Why is the MOA Important for New Business Setup in Dubai?
The MOA isn’t just paperwork – it’s critical for both legal compliance and for setting clear expectations among business partners.
Here’s why the MOA is so important in setting up a business in Dubai:
- Legal foundation of the company: The MOA officially establishes your company’s existence and legal form (e.g. LLC, branch, etc.).
Without it, you cannot register the business or obtain a trade license to operate.
It is one of the basic documents required to register the company and obtain the necessary licenses, making it indispensable for business registration in Dubai or any emirate.
- Defines business scope and activities: The MOA sets out the company’s objectives and the nature of the business activities it will pursue.
By clearly defining the company’s purpose and scope of operations, the MOA ensures you only engage in approved activities, which is essential when applying for the correct business license in Dubai.
- Outlines ownership and capital structure: The MOA specifies who the partners/shareholders are and how the company’s capital is divided among them (their share percentages).
It defines each partner’s financial contribution and ownership stake, which is crucial for transparency and future reference.
- Regulates partner relationships and responsibilities: The MOA acts as a rulebook among founders. It clearly states each partner’s rights and duties, and how profits and losses will be shared.
By detailing these terms, the MOA helps prevent future disputes among partners and provides mechanisms for resolving any disagreements.
It also protects shareholders’ rights – including minority owners – by formalizing how decisions are made and how changes to the company can occur.
- Establishes management and governance: Key aspects of how the company will be managed are documented in the MOA.
This can include the appointment of managers or directors, their powers, and the decision-making process for the company.
- Supports government procedures: A well-drafted MOA will facilitate smoother dealings with government authorities.
Since the MOA is required by the Department of Economy and Tourism (formerly DED) or free zone regulators, having it in order can speed up the process of establishing the company.
Key Clauses of a Memorandum of Association in the UAE
When drafting a Memorandum of Association, you must include several key clauses (sections) that cover all critical details of your company.
While the exact format can vary slightly by jurisdiction (mainland vs free zone) and company type, most MOAs in the UAE will include the following core components:
- Company Name and Registered Office: The official name of the company and its physical address in the UAE.
The name must be unique and comply with UAE naming rules (no prohibited words, etc.), and the registered office clause confirms the company’s legal location.
- Objectives (Business Activities): A clear description of the business activities and objectives the company will pursue.
This clause defines the scope of what the company is allowed to do. It should align with the license you apply for (e.g., commercial, professional, industrial activities) and helps determine what approvals or permits are needed.
- Share Capital and Ownership Structure: Details of the company’s capital and how it’s divided. This includes the total share capital, the value of each share, and how shares are distributed among the partners or shareholders.
For example, the MOA will state each partner’s percentage of ownership and the manner of contribution (cash or in-kind). It may also note any minimum capital requirements if applicable.
- Shareholders/Partners Information: The names and details of all founders or shareholders and their roles.
The MOA lists each partner’s full name, nationality, and address, and confirms their share in the company. It also often specifies the liability of shareholders (for an LLC, liability is typically limited to their share capital).
- Management and Governance: Provisions on how the company will be managed.
This can cover the appointment of managers or a board of directors, their powers and duties, how decisions will be made, and meeting procedures.
- Profit Distribution and Loss Sharing: An outline of how profits and losses of the business will be distributed among the partners.
Typically, this is proportional to share ownership unless agreed otherwise.
- Duration and Termination: Many MOAs specify the intended duration of the company (e.g., “indefinite” or a fixed term) and conditions under which the company may be dissolved or terminated.
- Governing Law and Dispute Resolution: A clause confirming that UAE law (and the specific emirate’s regulations) govern the company.
It may also outline how disputes among partners will be resolved – for example, referral to arbitration or local courts.
Each of these clauses must be drafted carefully to reflect the founders’ agreements and comply with UAE corporate laws.
It’s advisable to use standard MOA templates available from authorities or consult with legal experts/business setup consultants in Dubai to ensure all necessary clauses are included correctly.
Missing or misphrasing a clause in the MOA could lead to delays in approval or issues in the future, so attention to detail is key.
How to Draft and Attest a Memorandum of Association in Dubai
Drafting an MOA can seem daunting, especially for foreign entrepreneurs new to the UAE’s business setup process.
However, it can be broken down into clear steps. Below is a step-by-step look at how to prepare and notarize your MOA as part of a new business setup in Dubai:
1.Plan Your Company Details:
Start with the basics of your company setup. Decide on the business activity and legal structure of your new company (e.g., an LLC in mainland, a free zone company, etc.), as these will dictate the content of your MOA.
Choose a unique company name and determine the shareholding structure – i.e. who the partners or shareholders are and what percentage each will own. You should also confirm the initial capital contribution from each owner.
All these details will go into the MOA, so having them finalized upfront is important.
(Tip: When planning, consider the jurisdiction: for a company setup in Dubai mainland you’ll follow Department of Economy guidelines, while a business setup in DMCC Dubai or any other free zone will follow that zone’s requirements.
Free zones often have a standard MOA format, but you still need to provide the specific details to fill in.)
2.Prepare the MOA Draft:
You can draft the MOA using a template from the relevant authority or with the help of a business set up company in Dubai that specializes in documentation.
The MOA can be prepared in English and Arabic, but remember the Arabic version is the legally required one. Make sure the draft includes all the key clauses discussed earlier (name, objectives, capital, etc.) and complies with UAE laws.
At this stage, many entrepreneurs consult with business setup consultants in Dubai or legal advisors to ensure the document’s accuracy and completeness, since any errors could cause rejection or legal issues later.
3.Notarize the MOA:
Once the draft is ready, all the partners/founders (or their authorized representatives) must sign the MOA in front of a public notary in the UAE.
The notary will review the document (usually ensuring the Arabic text is present and correct) and then notarize it – this means the MOA is officially certified. Notarization is a mandatory step to validate the Memorandum of Association.
Make sure all required parties are present with proper identification (passports, Emirates IDs if applicable) for the signing.
There will be a notary fee based on the share capital or number of pages; this fee must be paid to complete the process. After notarization, you will receive the attested MOA.
(Important: If any shareholder cannot attend in person, they may give Power of Attorney to someone to sign on their behalf, but that POA itself must be notarized and, if issued abroad, attested by UAE authorities.)
4.Submit to Authorities and Obtain License:
With the notarized MOA in hand, the next step is to submit it along with other required incorporation documents to the relevant authority for approval.
For a mainland company in Dubai, this means submitting to the Department of Economy and Tourism (DET, formerly DED) for registration.
In a free zone, you would submit to the Free Zone Authority. The MOA is a key part of your application for a business license in Dubai, as it provides the authorities with your company’s official details and structure.
The authority will review all documents, and once approved, you can proceed to pay the license issuance fee. Finally, you’ll receive your company’s trade license and incorporation certificate. At that point, your company is officially established!
(Note: There may be additional steps such as obtaining initial approvals from certain ministries (for regulated activities), but those depend on your business activity. In all cases, the MOA is fundamental and will be required early in the application process.)
How Corporate Business Services (CBS) Can Help with MOA & Company Setup in Dubai
Setting up a business in Dubai involves multiple steps and meticulous paperwork – but you don’t have to navigate it alone.
Corporate Business Services (CBS) is here to make the process easier for you. As one of the best business setup consultants in Dubai, CBS specializes in new business setup in Dubai from start to finish, including drafting Memorandum of Association documents and obtaining your licenses.
Here’s how CBS can support your business formation in Dubai:
- Expert MOA Drafting: Our experienced consultants will prepare a comprehensive Memorandum of Association tailored to your company’s needs.
- Professional Document Attestation: CBS coordinates the notarization and attestation of your MOA and other incorporation documents.
- Business License and Registration: From choosing the right license type to submitting applications, CBS handles the entire business registration in Dubai on your behalf.
- End-to-End Company Setup Services: Beyond the MOA and license, CBS offers end-to-end support including trade name reservation, initial approvals, shareholder agreements, opening corporate bank accounts, and visa processing for investors and employees.
- Personalized Consultation: Not sure about mainland vs free zone? Need advice on the best jurisdiction for your industry?
Our consultants provide personalized guidance, helping you understand the business formation in Dubai landscape and making informed decisions.
We pride ourselves on being a business setup company in Dubai that is friendly, professional, and truly invested in our clients’ success.
Contact Corporate Business Services (CBS) today for a free consultation. Our team will gladly walk you through the MOA drafting process and all requirements for setting up a business in Dubai.
With CBS by your side, you can proceed with confidence, knowing every legal detail – from the Memorandum of Association to the trade license – is handled by experts.
Get in touch with us now and let’s start your successful company setup in Dubai!