Investment Memorandum Private Equity Template for the United Arab Emirates

An Investment Memorandum Private Equity is a comprehensive legal document that fund managers in the United Arab Emirates use to present investment opportunities to potential limited partners and sophisticated investors. This document serves as the foundation for private equity fundraising activities and must contain detailed information about the fund's investment strategy, management team credentials, risk factors, and terms of investment participation.

When do you need this document?

You need an Investment Memorandum Private Equity when establishing a new private equity fund in the UAE, launching a specific investment vehicle targeting UAE or regional opportunities, or seeking to raise capital from institutional investors such as pension funds, sovereign wealth funds, or family offices. The document is essential when marketing your fund to both local UAE investors and international limited partners who require comprehensive due diligence materials. You'll also need this memorandum when complying with SCA reporting requirements for mutual funds and private equity vehicles, or when seeking regulatory approval for fund operations in DIFC or ADGM free zones.

Key legal considerations

Your Investment Memorandum must include specific disclaimers and regulatory statements as required by UAE law, particularly regarding investment warnings and suitability requirements for sophisticated investors. The document should clearly outline the fund's governance structure, including the roles of the general partner, investment advisor, and board of directors. Risk disclosure sections must comprehensively cover market risks, liquidity constraints, regulatory changes, and specific risks associated with the target investment sectors. You must also address anti-money laundering compliance requirements under UAE Federal Decree-Law No. 20 of 2018, including investor due diligence procedures and beneficial ownership disclosure requirements. The memorandum should specify the fund's domicile structure, whether onshore UAE or within DIFC/ADGM free zones, as this affects applicable regulations and tax implications.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021 (Commercial Companies Law), your Investment Memorandum must comply with company establishment and operation requirements for investment vehicles. SCA Decision No. (9/R.M) of 2016 governs mutual funds and private equity funds, requiring specific disclosures about fund establishment, operation procedures, and management qualifications. If your fund operates in DIFC, you must comply with DIFC Law No. 2 of 2017 regarding collective investment funds, while ADGM-based funds must follow the Financial Services and Markets Regulations 2015. The document must include Shari'ah compliance statements if targeting Islamic investors or operating under Islamic finance principles. Marketing activities require compliance with SCA Decision No. (3/R.M) of 2017 promoting and introducing regulations, which govern how private equity investments can be marketed to UAE investors. Your memorandum must also address regulatory approval requirements from the Securities and Commodities Authority for fund operations and investor solicitation activities.