Preliminary Investment Memorandum Template for the United Arab Emirates

A Preliminary Investment Memorandum is essential when you're seeking to attract investors or initiate sale processes in the United Arab Emirates. This document provides potential investors with sufficient information to evaluate your opportunity while maintaining appropriate confidentiality levels required under UAE law.

When do you need this document?

You'll require a Preliminary Investment Memorandum when preparing for fundraising rounds, merger and acquisition transactions, or private equity investments in the UAE. Investment companies use this document during early-stage investor outreach, while financial advisors rely on it to present opportunities to their client networks. It's particularly crucial when targeting institutional investors, family offices, or sovereign wealth funds that require comprehensive preliminary information before committing to detailed due diligence. The document becomes indispensable when your transaction involves foreign direct investment subject to UAE FDI Law requirements or when marketing to investors across different UAE jurisdictions including DIFC and ADGM.

Key legal considerations

Your Preliminary Investment Memorandum must include robust legal disclaimers and confidentiality notices that comply with UAE regulatory requirements. The document should clearly state that it doesn't constitute an offer to sell securities and that any investment decision should be based on complete information available during formal due diligence. You must incorporate appropriate risk disclosures covering market risks, regulatory changes, and business-specific challenges. Anti-money laundering compliance considerations are crucial, requiring clear statements about investor verification and source of funds requirements. The memorandum should address data protection obligations, particularly when sharing information with international investors or when operating within DIFC's enhanced data protection framework.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021 (Commercial Companies Law), your Preliminary Investment Memorandum must accurately represent the company's legal structure, ownership, and governance arrangements. SCA Decision No. (3/R.M) of 2017 governs how you can promote and introduce investment opportunities, requiring specific disclosures and prohibiting misleading statements. If your investment involves foreign ownership, compliance with UAE Federal Decree-Law No. 19 of 2018 (FDI Law) is mandatory, including disclosure of foreign ownership percentages and sector-specific restrictions. The document must incorporate UAE Federal Decree-Law No. 20 of 2018 anti-money laundering requirements, particularly regarding investor due diligence and beneficial ownership disclosure. When operating in financial free zones like DIFC, additional regulatory requirements may apply, including enhanced corporate governance disclosures and compliance with international reporting standards.