The mainland constitutional document is a **Memorandum of Association**, notarised before a UAE notary, with the **Arabic text operative**. That single fact drives everything awkward about mainland corporate housekeeping: amendments need notarisation, share transfers need notarisation and DED approval, and nothing can be done quietly by written resolution the way it can in a common-law jurisdiction.
Memorandum of Association
Mainland LLC — constitution, amendments and resolutions
The mainland constitutional document is a Memorandum of Association, notarised before a UAE notary, with the Arabic text operative. That single fact drives everything awkward about mainland corporate housekeeping: amendments need notarisation, share transfers need notarisation and DED approval, and nothing can be done quietly by written resolution the way it can in a common-law jurisdiction.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME] L.L.C., licence [NUMBER] |
| Emirate and authority | [EMIRATE] — [DED / DET] |
| MOA notarised on | [DATE] Notary reference: [NUMBER] |
| Amendments to date | [NUMBER], most recent [DATE] |
| Share capital | AED [AMOUNT], divided into [NUMBER] shares of AED [AMOUNT] |
| Shareholders | [NAMES AND PERCENTAGES] |
| Manager(s) | [NAMES] |
| Manager powers | [Set out in the MOA — see Section 3] |
| Financial year | [DATE] to [DATE] |
| Language | Arabic operative; English for convenience only |
1. What the MOA Must Cover
| # | Provision | Note |
|---|---|---|
| 1 | Company name and legal form | Must include the legal form |
| 2 | Registered address | |
| 3 | Objects and activities | Must align with the licensed activities |
| 4 | Share capital and its division | Number and value of shares |
| 5 | Shareholders and their holdings | Names, nationalities, addresses |
| 6 | Manager appointment and powers | The single most important commercial provision — see Section 3 |
| 7 | Profit and loss distribution | May differ from shareholding if agreed |
| 8 | Decision thresholds | Ordinary and reserved matters |
| 9 | Pre-emption on transfer | Existing shareholders’ rights of first refusal |
| 10 | Financial year and accounts | |
| 11 | Statutory reserve | Allocation from profits until the prescribed level |
| 12 | Dissolution |
2. What Requires Notarisation
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
The notarised Arabic Memorandum of Association is the operative document. An English translation is for convenience and has no independent force. Where the two diverge — and translations do diverge — the Arabic prevails, so the English version should be prepared by a qualified legal translator rather than internally.
Share transfers, capital changes, manager changes and object changes all require notarisation and DED approval. This is the single biggest practical difference from a common-law jurisdiction, where the same changes are board resolutions and register entries. Plan timelines accordingly.
A shareholder who cannot attend the notary must be represented under a power of attorney that is notarised in their own country, legalised through the UAE embassy and attested by the Ministry of Foreign Affairs. That process takes weeks and is the usual cause of a delayed transfer.
A mainland LLC has managers, not a board. Their authority flows from the MOA, and third parties dealing in good faith may rely on apparent authority regardless of internal limits. Broad powers granted at incorporation for simplicity leave shareholders without any control mechanism. Set financial thresholds deliberately.
The activities in the MOA and the activities on the trade licence need to correspond. A mismatch surfaces at licence renewal, at a bank review, or when a regulator asks — and correcting it means another notarisation.
The MOA is where rights of first refusal on transfer live. Without them, a shareholder can sell to anyone, subject only to DED approval. For a company with more than one shareholder, this provision is worth getting right at incorporation rather than after a falling-out.
A transfer crossing the 25% threshold changes the beneficial ownership position and the register must be updated and filed on the change. This is the most commonly missed step in an otherwise well-executed transfer.
Investors will usually want a separate shareholders’ agreement covering reserved matters, information rights, transfer provisions and exit. It binds the parties contractually, but the MOA governs the company. Where they conflict, the position is awkward — so keep them aligned and amend both together.
A proportion of annual profits must be allocated to a statutory reserve until it reaches the prescribed level. Companies distributing everything and ignoring the reserve create a problem visible in the first audited accounts.
The notarised MOA, every amendment, resolutions, transfer documents, DED approvals and UBO filings belong in one organised place. Companies reconstruct this painfully at their first financing, bank review or sale, and gaps in the chain of amendments are genuinely difficult to remedy retrospectively.
Day-to-day manager decisions, bank mandate changes and internal approvals are recorded internally. Only the constitutional changes listed in Section 2 need notarisation. Companies sometimes over-formalise, which is expensive, or under-formalise the notarised items, which is worse.
Recent amendments to the Commercial Companies Law introduced a mechanism to transfer a company’s registration between competent authorities, including between mainland and free zones. Where the mainland formalities are genuinely obstructive to the business model, that is now an option rather than a restructuring.
Bringing in a new shareholder to a company carrying a strategic-impact activity can raise ownership questions that did not arise at incorporation. Confirm before agreeing the transfer, not at the DED counter.
Corporate tax and VAT both require records to be retained for seven years, and the period runs from the end of the relevant tax period rather than from the transaction. Build retention into the document management approach rather than deciding later.
Reflects UAE law and practice current as of {{DATE OF USE}}. The Commercial Companies Law was amended by Federal Decree-Law 20 of 2025, and notarisation procedures, DED requirements, ownership restrictions and reserve requirements differ by emirate and change — confirm with the relevant Department of Economic Development and take legal advice before any constitutional change.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.