Setting up a company in the UAE? Then you need to get familiar with the Memorandum of Association (MoA) as it is one of the most critical legal documents required for setup in the UAE.
The MoA isn’t just paperwork. It defines your company’s identity, legal structure, and operational framework. Whether you’re setting up a mainland company, free zone entity, or offshore business, having a well-drafted MoA ensures your company runs smoothly while staying compliant with UAE regulations.
In this guide, we’ll break down everything you need to know about the Memorandum of Association in the UAE, including its importance, structure, legal requirements, and the process to draft and notarize it in 2025.
What is a Memorandum of Association (MoA) in the UAE?
A Memorandum of Association (MoA) is a legal document that outlines the company’s fundamental details. It acts as the constitution of the company, defining its:
- Business activities and objectives
- Legal structure and ownership
- Shareholder roles and responsibilities
- Capital investment and distribution
- Company’s registered office address
In simple terms, the MoA sets the foundation for how your business operates legally in the UAE. Without it, you cannot obtain a business license or register your company.
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Why is the MoA Important for Businesses in the UAE?
A well-drafted MoA ensures legal protection and prevents future disputes between shareholders. Here’s why it’s crucial:
Defines Business Activities
The MoA outlines what your company is legally allowed to do. Whether it’s trading, consulting, manufacturing, or services, your company cannot engage in activities outside what’s specified in the MoA.
Regulates Shareholder Rights & Responsibilities
It specifies how much ownership each shareholder has, their financial contributions, and their profit-sharing ratios. This prevents conflicts down the line.
Required for Company Registration
A company cannot be legally registered in the UAE without an MoA. It’s an essential document when applying for a business license with the Department of Economic Development (DED) or a free zone authority.
Determines Company’s Legal Structure
The MoA specifies whether the business is an LLC (Limited Liability Company), sole establishment, or partnership, ensuring compliance with UAE’s Commercial Companies Law.
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Key Components of a Memorandum of Association (MoA) in the UAE
An MoA must include the following details:
1. Company Name & Legal Structure
- The official company name is registered with the DED or free zone authority.
- The legal structure (LLC, sole proprietorship, partnership, etc.).
2. Business Activities & Objectives
- A clear definition of what the company will trade, manufacture, or offer as a service.
- The company cannot conduct activities outside this scope.
3. Shareholder Details & Ownership Structure
- The name, nationality, and address of each shareholder.
- Their percentage of ownership and capital contribution.
4. Company Capital Details
- The total share capital of the company.
- The value of each share and the distribution among shareholders.
5. Profit & Loss Distribution
- How profits and losses will be shared between partners.
- In an LLC, profits and losses are usually split based on shareholding percentages.
6. Registered Business Address
- The company’s physical office location in the UAE.
- This is required for mainland and free zone businesses.
7. Roles & Responsibilities of Shareholders
- Defines who manages the company and the decision-making process.
- Rules on voting rights and authority levels.
8. Dispute Resolution & Exit Clauses
- Outlines the process for settling disputes between shareholders.
- Specifies what happens if a shareholder wants to exit or transfer shares.
9. Company Duration
- Specifies whether the company is set up for a fixed period or indefinite duration.
How to Draft & Notarize an MoA in the UAE?
Step 1: Define Your Business Structure & Activities
Before drafting an MoA, decide:
✔ What type of company you’re setting up (LLC, sole proprietorship, partnership, etc.).
✔ What business activities you will conduct (must align with DED or free zone regulations).
Step 2: Prepare the Memorandum of Association
You can either:
- Hire a legal expert or business consultant like AB Capital Services to draft the MoA.
- Use DED’s or the free zone’s standard templates.
Step 3: Get Approvals from Authorities
- If setting up a mainland company, submit your MoA draft to the Department of Economic Development (DED).
- If setting up in a free zone, get approval from the relevant free zone authority.
Step 4: Notarization of MoA
- MoA must be signed by all shareholders in front of a notary public.
- Notary fees range from AED 1,500 to AED 5,000, depending on business type.
- Notarization is mandatory for mainland and offshore companies but may vary for free zone entities.
Step 5: Submit MoA for Final Registration
- Once notarized, submit the MoA along with your business license application to the DED, free zone authority, or offshore registry.
- Pay the business license fee to complete the setup.
Cost of Drafting & Registering an MoA in the UAE
Here’s a breakdown of the expected costs:
| Service | Estimated Cost (AED) |
| Drafting MoA (Legal Fees) | 1,500 – 5,000 |
| Notary Public Fees | 1,500 – 5,000 |
| DED or Free Zone Approval | 2,000 – 10,000 |
| Business License Fee | 10,000 – 50,000 |
| Total Cost Estimate | 15,000 – 70,000+ |
Costs vary depending on the business type and location (mainland vs free zone).
Common Mistakes to Avoid When Drafting an MoA
- Not Clearly Defining Business Activities – Leads to legal issues if the company engages in unapproved activities.
- Ignoring Shareholder Exit Clauses – Can cause disputes when a shareholder wants to leave.
- Skipping Notarization – Your MoA isn’t legally valid until notarized by a UAE notary public.
Final Thoughts – Simplify the Process with AB Capital Services
Setting up a business in the UAE requires a legally sound MoA to ensure compliance and smooth operations. Whether you’re launching a startup, expanding, or restructuring your company, you need the right guidance to draft, notarize, and register your MoA hassle-free.
- AB Capital Services helps you draft your MoA with legal precision.
- We ensure notarization and approvals are completed without delays.
- Get expert advice on structuring your company for long-term success.
- AB Capital provides low-cost business setup in Dubai, UAE.
Schedule a Free Call with AB Capital Services today and let’s get your business setup right!
