Memorandum And Articles Of Association Of General Trading Company Template for the United Arab Emirates

When establishing a general trading company in the United Arab Emirates, you need a comprehensive Memorandum and Articles of Association that serves as your company's constitutional document. This legal framework defines your company's structure, governance, and operational parameters while ensuring compliance with UAE commercial law.

When do you need this document?

You require this document when incorporating a new general trading company in the UAE, whether on the mainland or in free zones. It's essential if you're taking advantage of the 100% foreign ownership provisions introduced under UAE Federal Decree-Law No. 26 of 2020. You'll also need this document when restructuring an existing trading company, adding new shareholders, or modifying your company's business activities. The document is mandatory for obtaining your trade license from the Department of Economic Development and for opening corporate bank accounts.

Key legal considerations

Your Memorandum and Articles of Association must clearly define the company's permitted trading activities, as the UAE operates under a positive licensing system where only specified activities are allowed. The shareholding structure requires careful consideration, particularly regarding local service agent requirements if you're a foreign investor. You must include provisions for board composition, decision-making processes, and profit distribution mechanisms. The document should address dispute resolution procedures and specify the governing law for contractual matters. Consider including clauses for capital increases, share transfers, and company dissolution procedures. Ensure compliance with Islamic business principles, as certain activities may be restricted under Sharia law.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 2 of 2015, your Memorandum and Articles of Association must be drafted in Arabic, though English translations are typically prepared for practical purposes. The document requires notarization by a UAE notary public and registration with the relevant Department of Economic Development. You must specify a minimum share capital as required by law, typically AED 300,000 for LLC companies engaged in trading activities. The document must include details of all founding shareholders, their nationalities, and shareholding percentages. For foreign investors, you may need to appoint a local service agent depending on your chosen business structure and location. The Articles must comply with the UAE Commercial Transactions Law and Consumer Protection Law, particularly regarding trading practices and customer rights. All amendments to the document require formal procedures including shareholder resolutions and regulatory approvals.