How Can I Amend My Memorandum Of Association In UAE?

To make your business stay in line with the changing legal environment and to meet your own needs, you need to amend your memorandum of association (MOA). There might be a requirement for companies to make amendments in their MOA. It might include changes in the objectives of the firm, its shareholders composition or capital. For an easy handover, it is important to know the processes involved and what is required when going through them. Irrespective of the modifications being implemented in terms of ownership structures, company operations or goals, understanding how this process works can facilitate compliance and develop corporate growth.

 Amendments regarding Memorandum of Association (MOA) are regulated under Federal Decree No. 32/2021 Concerning Commercial Companies which requires UAE businesses to amend their MOAs as per new legislations. Appropriate implementation of these changes is therefore vital so as not to breach regulatory rules. The amendment process may thus be handled by a drafting lawyer who ensures that all modifications carried out are done correctly and in accordance with UAE company law.

What is a Memorandum of Association? 

The Memorandum of Association is considered to be the most important document that act as the constitution for a company. This crucial document entails pertinent information concerning shareholders, board members, company guidelines and policies regarding operations, safety measures plus more. When applying for business formation in UAE it’s mandatory to present MOA among other relevant documents.

A document must be attested according to federal laws in the country. Failure to attest an MOA will render it invalid, leading to rejection of your business license application. To avoid this, make sure you attach a duly attested MOA from relevant departments and ministries in your home country along with one from the Ministry of Foreign Affairs (MOFA) in UAE. The attestation of the Memorandum of Association in UAE is an essential prerequisite for expat entrepreneurs prior to initiating official processes regarding company formation within the country.

Reasons for Amending the MOA

The reasons for making amendments to the MOA include: 

• Alteration of company name, 
• Relocation of registered office location, 
• Modification in ancillary/main objects, 
• Variation in liability nature among members and 
• Amendment to authorized capital amount or division.

 Important Clauses in the MOA and Their Amendment Process

1. Name Clause

In order to change the name of the business, permission must be taken from relevant local authorities and this should be done according to company names that meet UAE requirements.

2. Object Clause

Any modifications to company objectives should be ratified by shareholders and made public in a newspaper within the locality where it is registered.

3. Clause Regarding Registered Office

If such an occurrence comes up then this clause of the MOA has to be altered and registered with DED in case the company decides to relocate its registered office.

4. Capital Clause

For changes concerning share capital or share structure a resolution from general meeting and submission to UAE’s regulatory authority is required.

Steps for Amending MOA in UAE

Step 1: Determine Whether an Amendment is Necessary

The first step is finding reasons why MOA needs to be changed. For example, reasons could involve alteration of company’s name, objectives, registered office address, share capital, share responsibility or member liability.

Step 2: Resolution by the Board

In order for any suggestions on changing the MOA there must have been board resolution. This formal resolution was agreed upon by members of the corporation’s board directors.

Step 3: Special Resolution.

After the board resolution, shareholders must approve a special resolution. This is typically done during a general meeting.

Step 4: Approval from Authorities

Recognition by relevant UAE authorities, such as the DED, is necessary for certain amendments such as changes in company name or objectives.

Step 5: Documentation

Records like Board Resolutions, MOA update and any other related documents required by concerned departments should be compiled.

Step 6: Submission and Registration

Send these documents to be registered and approved with the appropriate authorities. When the MOA amendment is approved, the company will receive an updated certificate of incorporation.

Key Consideration

• Legal expertise: Changing MOA entails having profound knowledge on UAE corporate law.
• Timeliness: The revised edition needs to be filed timely so that it meets the requirements of legislation and doesn’t involve paying fines or penalties.
• Accuracy: Every change must be properly recorded in MOA in order to avoid future legal complications.

How Notary Public Dubai Can Help?

For amendments to the MOA, it must adhere to UAE corporate legal provisions with undue attention. In terms of drafting services, drafting lawyers at Notary Public Dubai can assist, and there is a need to follow the right procedures as follows:

•  Drafting an addendum for MOA.
•   Preparing such documents as board decisions concerning amendment of MOA.
• In case there is a change in registered office or company name, apply for a new registration certificate where applicable.
• Updated copies of MOA and /or Articles of Association should be provided.

The responsibility for this entire process should be handled by experts or corporate lawyers so that all amendments are done correctly based on their legal framework. For such services you should consider contacting Notary Public Dubai, one of the best regarded firms in the field of corporate law specializing in MOA Amendments. However, bear in mind that the time taken for completing this process varies from one company’s ability to prepare required documents promptly through government agency processing times. Call us now and secure your booking.