Key takeaways
- A UAE mainland company's Memorandum of Association is the founding contract between its partners, and under Article 14 of Federal Decree-Law No. 32 of 2021 it must be drafted in Arabic and authenticated by the competent authority.
- A Memorandum of Association, and every later amendment to it, only becomes valid once it is entered in the Commercial Register (Article 15 of the Commercial Companies Law).
- A UAE limited liability company's Memorandum has to cover the partners' details, the company name and activity, the head office, the capital, the management and signing powers, the financial year, the profit and loss split, and how disputes are settled.
- The Commercial Companies Law gives the competent authority five working days to process an incorporation application (Article 43, applied to limited liability companies by Article 73), though licensing approvals can add time.
- Federal Decree-Law No. 20 of 2025 lets a UAE limited liability company write drag-along and tag-along rights, and multiple share classes, into its Memorandum of Association.
What is a Memorandum of Association in the UAE?
A Memorandum of Association is the document in which a company's partners record who owns the company, what it does, how it is run and how profits are shared. For an onshore company it is the central incorporation document under Federal Decree-Law No. 32 of 2021 on Commercial Companies, in force since 2 January 2022.
Article 14 of that law requires the Memorandum to be made in Arabic and authenticated by the competent authority, which on the mainland means the emirate's economic department (for example Dubai's Department of Economy and Tourism) and in a free zone means the zone authority.
Free zone companies are governed by their zone's own regulations, and many use a document called Articles of Association instead. The rules in this guide are the onshore ones; check your free zone's company regulations for the equivalent.
What must a UAE LLC's Memorandum of Association include?
A limited liability company's Memorandum must contain the identity of each partner, the company's name and objects, its capital and the rules for management, profit sharing and disputes. Article 73 applies the incorporation rules of Articles 42 and 43 to limited liability companies and adds that the Memorandum must set out how disputes arising from the company's business are settled.
| Item | What goes in it | Legal hook |
|---|---|---|
| Partners | Full name, nationality, date of birth and place of residence of each partner | Article 42, applied by Article 73 |
| Company name | A name derived from its object or a partner's name, followed by "Limited Liability Company" or "LLC" | Article 72 |
| Objects and address | The company's activity, head office and any branches | Article 42, applied by Article 73 |
| Capital | The amount, each partner's share, and the valuation of any non-cash contribution | Articles 42 and 76 |
| Term | Start date and expiry date of the company | Article 42, applied by Article 73 |
| Management | Who the manager or managers are and who may sign for the company | Articles 42 and 83 |
| Financial year | Start and end dates of the fiscal year | Article 42, applied by Article 73 |
| Profits and losses | The percentage in which each partner shares them | Article 42, applied by Article 73 |
| Share transfers | The conditions on which a partner may assign a share | Articles 42 and 79 |
| Disputes | The method for settling disputes arising from the company's business | Article 73 |
The competent authority issues its own application form and may ask for more than this list, so treat the table as the legal minimum rather than a drafting checklist. If you'd rather not track the follow-on filings by hand, the UAE compliance calendar is a free calendar of your company's UAE tax and compliance deadlines, personalised from a few questions, as a PDF and calendar file.
How do you file a Memorandum of Association?
You file a Memorandum by submitting it, with the other documents the competent authority specifies, for authentication and entry in the Commercial Register. The steps below describe the onshore sequence set by the Commercial Companies Law; the portal and fees depend on your emirate.
- Reserve the trade name with the licensing authority (the Department of Economy and Tourism in Dubai, or the equivalent in your emirate).
- Settle the activity and obtain any initial or external approvals the activity needs; Article 11 requires every approval and licence to be in place before the company starts trading.
- Draft the Memorandum in Arabic, with any bilingual version the authority allows, using the contents in the table above.
- Submit the authority's application form and the documents it lists; under Article 43 the authority processes the application within five working days.
- Have the Memorandum authenticated by the competent authority, as Article 14 requires.
- Check that the company is entered in the Commercial Register (Article 15) and that the trade licence has been issued.
- Open the partners' register the company has to keep under Article 74, recording each partner's details and every transaction in their shares.
Five working days: the period within which the competent authority must process an incorporation application under the Commercial Companies Law. Source: Federal Decree-Law No. 32 of 2021, Article 43 (applied to LLCs by Article 73), checked 06 October 2026.
When does a Memorandum of Association need amending?
A Memorandum needs amending whenever something it states changes: a partner joins or leaves, the capital changes, the name or activity changes, or a different manager is appointed. Article 14 applies the Arabic and authentication requirement to every amendment, and Article 15 makes an amendment valid only once it is registered.
| Change | What it touches in the Memorandum | Rule to check |
|---|---|---|
| Share transfer to a partner or third party | Partner details and capital split | Article 79: documented officially and entered in the Commercial Register to be enforceable |
| Sale offered to other partners | Pre-emption right | Article 80: partners get 30 days to buy at the agreed price |
| New manager | Management clause | Article 83: managers are set by the partners in the Memorandum |
| New company name | Name clause | Article 12: name must be followed by the legal form |
| Capital increase | Capital clause | Article 76: shares are equal in value and paid in full on incorporation |
What changed in 2025 for LLC memorandums?
Federal Decree-Law No. 20 of 2025 amended the Commercial Companies Law so that a limited liability company can now use features that used to be limited to other company forms. According to Baker McKenzie's December 2025 alert, a limited liability company may include drag-along and tag-along clauses and mechanisms for a deceased partner's shares, and may issue different classes of shares with different value, voting, redemption and distribution rights, each recorded in the Commercial Register.
Baker McKenzie reports the amendment took effect on 15 October 2025; the Ministry's page does not state a date, so confirm the effective date in the Official Gazette before relying on it for a deal. An older Memorandum won't give you any of these features unless you amend it to add them.
What most guides don't tell you
- Registration, not signature, is what counts. Article 15 makes both the Memorandum and any amendment valid only when registered, and Article 79 makes a share assignment enforceable only once documented officially and entered in the Commercial Register. A side letter between partners that never reaches the register may not protect the buyer.
- The Arabic text is the legal text. Article 14 requires the Memorandum in Arabic. If you sign an English working copy, make sure the Arabic version that gets authenticated says exactly the same thing, particularly on profit shares, signing powers and exit terms, because that is the one the authority holds.
- Naming a manager in the Memorandum has a cost later. Article 83 lets the partners fix the manager in the Memorandum, and a change to anything the Memorandum states needs an authenticated and registered amendment.
- Newer clauses need to be written in. Drag-along, tag-along and share classes under Federal Decree-Law No. 20 of 2025 are permissions, not defaults. If your Memorandum was drafted before the amendment, an investor who wants these terms will usually need an amendment first (this is our reading of the amended law, so have the clause checked by a lawyer).
Which deadlines apply to your company?
Once the Memorandum is registered, your company picks up licence renewals, tax registration and filing dates that depend on its structure and activity. The free UAE compliance calendar lists them for your company as a PDF and calendar file.
Frequently asked questions
How much share capital do I need to set up a UAE company?
Article 76 of the Commercial Companies Law requires a limited liability company to have capital sufficient for its objects, divided into equal shares, rather than naming one fixed figure. Your licensing authority or free zone may set its own minimum for your activity, so confirm it before drafting the capital clause.
Does share capital have to be deposited in a bank?
Article 76 requires shares to be paid in full at incorporation, but the law as quoted does not say how the payment is evidenced. The competent authority or free zone sets that procedure, so ask it which proof it accepts.
Can I have multiple shareholders in a free zone company?
Free zone rules differ on how many shareholders a company can have and on which document records them. Check the zone's own company regulations before you structure the ownership.
Can a UAE company be owned by a foreign company?
The Commercial Companies Law lets a legal person, not only an individual, be a member of a limited liability company, so a foreign company can appear as a partner in the Memorandum. The authority will list the corporate documents it needs for that partner, so ask for the current list.
About Qawi
About Qawi · Qawi is a corporate services firm licensed in the Sharjah Media City (SHAMS) free zone, handling company formation, visas and PRO, bookkeeping, VAT and corporate tax for UAE businesses. Guides are researched from FTA, Ministry of Finance and free zone sources. Qawi on LinkedIn
Sources
- Federal Decree-Law No. 32 of 2021 on Commercial Companies, UAE Legislation portal
- Federal Decree-Law No. 32 of 2021 on Commercial Companies, English text, Ministry of Economy and Tourism
- Ministry of Economy and Tourism: new amendments to the Commercial Companies Law
- Baker McKenzie: recent amendments to the Commercial Companies Law No. 32 of 2021 (used for interpretation of Federal Decree-Law No. 20 of 2025 only)
Last checked: 06 October 2026
This is general information, not tax or legal advice for your specific situation.