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Memorandum Of Association Of A Food And Beverage Company

Memorandum Of Association Of A Food And Beverage Company Template for United Arab Emirates

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Memorandum Of Association Of A Food And Beverage Company

I need a Memorandum of Association of a Food and Beverage Company for a cloud kitchen startup in Dubai, with three international shareholders and plans for expansion across the GCC, ensuring compliance with UAE food delivery regulations and incorporating provisions for digital operations.

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Document background
The Memorandum of Association of a Food and Beverage Company is a mandatory legal document required when establishing an F&B business in the United Arab Emirates. It must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and incorporate specific provisions related to food safety and industry regulations. This document is essential during company registration with the Department of Economic Development and serves as the primary reference for the company's structure, shareholding, and governance. It outlines crucial aspects such as capital requirements, ownership distribution (including UAE national ownership requirements if applicable), management structure, and specific F&B business activities. The memorandum must be notarized and filed with relevant authorities, forming the basis for obtaining necessary licenses and permits for F&B operations.
Suggested Sections

1. Parties: Details of all founding shareholders/partners, including full names, nationalities, passport numbers, and addresses

2. Background: Brief introduction stating the parties' intention to establish an F&B company under UAE law

3. Definitions: Key terms used throughout the MOA including technical, legal, and industry-specific terminology

4. Company Name and Legal Form: Official company name in Arabic and English, and specification of the legal form (LLC, Sole Establishment, etc.)

5. Company Objects: Detailed description of permitted business activities in F&B sector, including specific operations like restaurants, catering, food processing etc.

6. Principal Office: Registered office address and provisions for opening branches

7. Duration: Term of the company's existence (typically unlimited)

8. Capital Structure: Details of share capital, value per share, and distribution among shareholders

9. Share Transfer Restrictions: Procedures and restrictions for transferring shares, including UAE national ownership requirements

10. Management Structure: Appointment of managers, their powers, and limitations

11. Shareholders' Meetings: Procedures for conducting general assemblies and voting mechanisms

12. Financial Year and Accounts: Specification of financial year, accounting requirements, and profit distribution

13. Dissolution and Liquidation: Circumstances and procedures for company dissolution

Optional Sections

1. Pre-emptive Rights: Include when shareholders want specific rights to purchase new shares before offering to outside investors

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

3. Non-Competition Clause: Include when restricting shareholders from competing activities is desired

4. Intellectual Property Rights: Include when the company has significant brand value or proprietary recipes

5. Franchise Provisions: Include if the company plans to operate as a franchise or develop a franchise model

6. Digital Operations: Include if the company will operate through digital platforms or delivery apps

Suggested Schedules

1. Schedule 1 - Shareholder Information: Detailed information about shareholders including ID documents and contact details

2. Schedule 2 - Share Capital Distribution: Detailed breakdown of shareholding structure and capital contributions

3. Schedule 3 - Licensed Activities: List of specific F&B activities licensed by Economic Department

4. Schedule 4 - Manager Powers: Detailed list of powers granted to managers and any limitations

5. Schedule 5 - Key Assets: List of key assets including equipment, vehicles, or property being contributed to the company

6. Appendix A - Required Licenses: List of mandatory licenses and permits for F&B operations

7. Appendix B - Compliance Requirements: Summary of food safety and hygiene requirements applicable to the business

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles
Board
Business Day
Capital
Chairman
Company
Confidential Information
Corporate Documents
Department of Economic Development
Dirham
Effective Date
Financial Year
Food Control Authority
Food License
Food Safety System
General Assembly
HACCP
Identity Card
Initial Capital
License
Manager
Memorandum
Ministry
Municipality
Ordinary Resolution
Premises
Principal Office
Register
Registered Office
Resolution
Shareholder
Shares
Special Resolution
Subsidiary
Trade License
Trade Name
Trade Register
UAE
Working Hours
Relevant Industries

Food & Beverage

Hospitality

Restaurant Industry

Catering Services

Food Manufacturing

Food Distribution

Food Retail

Cloud Kitchens

Food Delivery Services

Food Processing

Food Storage & Logistics

Relevant Teams

Legal

Compliance

Corporate Governance

Food Safety & Quality Control

Operations

Finance

Board of Directors

Executive Leadership

Risk Management

Regulatory Affairs

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Secretary

Compliance Officer

Food Safety Officer

Operations Director

Business Development Manager

Restaurant Manager

Chief Financial Officer

Board Member

Shareholder Relations Manager

Company Registrar

Licensing Manager

Risk Management Officer

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing the establishment and operation of companies in the UAE, including provisions for Memorandum of Association requirements, shareholding structures, and corporate governance
UAE Federal Law No. 10 of 2015 (Food Safety Law): Regulates food safety requirements, handling, and trading of food products, which is essential for inclusion in the company's objects and compliance obligations
UAE Federal Law No. 1 of 2006 (Electronic Transactions and Commerce Law): Relevant for companies engaging in online food delivery or e-commerce activities in the F&B sector
Municipality Food Control Regulations: Local regulations specific to each emirate governing food establishment operations, hygiene standards, and safety requirements
Department of Economic Development Regulations: Guidelines for commercial licensing, trade name registration, and business activity classification for F&B establishments
UAE Consumer Protection Law (Federal Law No. 15 of 2020): Regulations protecting consumer rights and setting standards for product quality and service delivery in the F&B sector
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Tax regulations affecting F&B businesses, including VAT registration and compliance requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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